Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2018 | Nov. 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, May 2017, March 2018 and August 2018.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 | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV | |
Entity File Number | 000-53361 | |
Entity Common Stock, Shares Outstanding | 51,970,990 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
CURRENT ASSETS | ||
Cash ($35 pledged as collateral for credit) | $ 2,323 | $ 3,730 |
Accounts receivable, net of allowance of $585 and $87 as of September 30, 2018 and March 31, 2018, respectively | 1,216 | 2,617 |
Prepaid expenses and other current assets | 217 | 242 |
Current assets held for sale - (Note 2) | 768 | 645 |
Total current assets | 4,524 | 7,234 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 2,297 | 2,619 |
Intangible assets, net | 1,269 | 1,545 |
Non-current assets held for sale - (Note 2) | 1,137 | 1,023 |
Other assets | 27 | 26 |
Total non-current assets | 4,730 | 5,213 |
TOTAL ASSETS | 9,254 | 12,447 |
CURRENT LIABILITIES | ||
Accounts payable | 1,243 | 2,350 |
Accrued liabilities | 869 | 1,080 |
Derivative liabilities | 5,228 | 3,694 |
Current portion of long-term debt | 500 | |
Current liabilities held for sale - (Note 2) | 3 | 43 |
Total current liabilities | 7,343 | 7,667 |
NON-CURRENT LIABILITIES | ||
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 7,343 | 7,667 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||
Common stock, $0.001 par value; 100,000 shares authorized, 52,537 shares issued and 51,963 shares outstanding as of September 30, 2018 and 49,468 shares issued and 48,923 shares outstanding as of March 31, 2018 | 53 | 49 |
Additional paid-in-capital | 112,331 | 108,585 |
Accumulated deficit | (108,813) | (102,236) |
Treasury stock, at cost | (1,660) | (1,618) |
Total stockholders' equity | 1,911 | 4,780 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,254 | $ 12,447 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Pledged as collateral for credit | $ 35 | $ 35 |
Accounts receivable, net of allowance | $ 585 | $ 87 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 52,537 | 49,468 |
Common stock, shares outstanding | 51,963 | 48,923 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
CONTINUING OPERATIONS: | ||||
REVENUES | $ 286 | $ 20 | $ 1,039 | $ 21 |
COST OF REVENUES | 207 | 20 | 637 | 33 |
GROSS PROFIT (LOSS) | 79 | 402 | (12) | |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 2,493 | 8,530 | 4,584 | 20,466 |
Depreciation, amortization, and impairment | 308 | 186 | 617 | 306 |
Research and development | 771 | 1,659 | 1,641 | 3,233 |
Total operating expenses | 3,572 | 10,375 | 6,842 | 24,005 |
Loss from continuing operations before other expenses | (3,493) | (10,375) | (6,440) | (24,017) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | 715 | 2,161 | 1,036 | 5,507 |
(Interest expense), net of interest income | 4 | (11) | (7) | (26) |
Total other income (expenses) | 719 | 2,150 | 1,029 | 5,481 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (2,774) | (8,225) | (5,411) | (18,536) |
DISCONTINUED OPERATIONS: | ||||
Loss from discontinued operations | (576) | (1,574) | (1,166) | (2,162) |
Gain on disposal of discontinued operations | 636 | |||
Total discontinued operations | (576) | (1,574) | (1,166) | (1,526) |
PROVISION FOR INCOME TAXES | (7) | (7) | ||
NET LOSS | $ (3,350) | $ (9,806) | $ (6,577) | $ (20,069) |
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.07) | $ (0.18) | $ (0.13) | $ (0.42) |
Discontinued operations | (0.01) | (0.03) | (0.02) | (0.03) |
Total | $ (0.08) | $ (0.21) | $ (0.15) | $ (0.45) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 50,500 | 45,101 | 49,739 | 44,184 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (6,577) | $ (20,069) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 617 | 306 |
Shares of common stock issued for services rendered | 200 | 1,645 |
Share-based compensation - stock - employees | 1,900 | 13,214 |
Share-based compensation due to employment agreements | 1,500 | |
Change in fair value of derivative liabilities | (1,036) | (5,507) |
Loss from discontinued operations | 1,166 | 2,162 |
Loss on retirement of assets | 61 | |
Gain on sale of discontinued operations | (636) | |
Changes in assets and liabilities: | ||
Accounts receivable | 1,401 | 525 |
Inventory | (147) | (821) |
Prepaid expenses | 13 | (38) |
Other current assets | 35 | (119) |
Other assets | 4 | |
Accounts payable | (1,134) | (72) |
Accrued liabilities | (226) | (1,504) |
Net cash used in operating activities of continuing operations | (3,788) | (9,349) |
Net cash used in discontinued operations | (1,114) | (1,102) |
Net cash used in operating activities | (4,902) | (10,451) |
Cash flows from investing activities: | ||
Proceeds from sale of Eco3d | 2,029 | |
Purchases of property and equipment | (18) | (22) |
Net cash provided by (used in) investing activities of continuing operations | (18) | 2,007 |
Net cash used in investing activities of discontinued operations | (166) | (214) |
Net cash provided by (used in) investing activities | (184) | 1,793 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of fees | 4,221 | 9,106 |
Repayment of debt | (500) | |
Purchase of treasury shares from employees for tax withholdings | (42) | (780) |
Net cash provided by financing activities | 3,679 | 8,326 |
Net decrease in cash | (1,407) | (332) |
Cash - beginning of period | 3,730 | 8,648 |
Cash - end of period | 2,323 | 8,316 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 11 | 30 |
Cash paid for income taxes | ||
Assets acquired via acquisition of 440labs, Inc.: | ||
Identifiable intangible assets | 1,435 | |
Goodwill | 65 | |
Other assets | $ 28 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2018 | |
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 condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2018. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Reclassifications The Company has reclassified certain amounts in the September 30, 2017 condensed consolidated financial statements to be consistent with the September 30, 2018 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the six months ended September 30, 2018 and 2017. 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 15. Segment Information The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280-10 Segment Reporting. Recent Accounting Pronouncements Pending Adoption In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 Leases (Topic 842) Targeted Improvements . In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company's financial position, results of operations or cash flows. Going Concern The Company has experienced losses from operations resulting in an accumulated deficit of $108,813 since inception. The accumulated deficit together with losses of $6,577 for the six months ended September 30, 2018, and net cash used in operating activities in the six months ended September 30, 2018 of $4,902, have resulted in the uncertainty of the Company's ability to continue as a going concern. These condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company raised additional capital through the issuance of common stock, net of fees, in private placements, issuances under equity purchase agreements and sales of convertible notes of $12,693 in the year ended March 31, 2018 and $4,221 in the six months ended September 30, 2018. 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, completion of the divesting of non-core assets and resolution of the lawsuit described in Note 12 is unknown. Obtaining additional financing and the successful development of the Company's strategic plan to achieve profitability are necessary for the Company to continue operations. There can be no assurance that such capital will be available or on terms acceptable to the Company. There can also be no assurance that the Company will have met the SEC's Form S-3 eligibility requirements to use its shelf registration. The Company intends to further develop its product offerings and customer bases. The Company's plans to achieve profitability include evaluating the cost structure and processes of its operations, both at the margin and operating expense levels, as well as pursuing additional strategic acquisitions and dispositions. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern as determined by management. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. As more fully described in Note 15, in connection with the preparation of the Company's condensed consolidated financial statements as of and for the six and three months ended September 30, 2018, 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 | 6 Months Ended |
Sep. 30, 2018 | |
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 $2,029 in cash and 560 shares of the Company's common stock (including 525 shares that had been exchanged for the noncontrolling interest in September 2016) that was held by executives of Eco3d, which were canceled upon receipt. In accordance with ASC 205-20 and having met the criteria for "held for sale", the Company had reflected amounts relating to Eco3d as a disposal group classified as held for sale at March 31, 2017 and has included amounts relating to Eco3d as part of discontinued operations. Eco3d had $188 in revenues and a $57 loss in the first two weeks of April 2017 that are included in the table below. There was no significant continuing involvement with Eco3d. As a result of receiving letters of intent for the sale of key assets of Sable, Pioneer and Magnolia Solar, and the approval by the Company's Board in May 2018 to sell the assets, those assets are included in assets held for sale and their ongoing operations are classified in discontinued operations. An agreement to sell the key assets of Sable was executed with an expected closing date of August 31, 2018, however, the buyer purportedly failed to obtain financing under terms acceptable to them and did not close timely, so the Company terminated the agreement. Discussions continue with that buyer and several other interested parties. Any proceeds from a sale of Pioneer or Magnolia Solar or their assets are not expected to be material. Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the condensed consolidated balance sheets (principally relating to Sable) consisted of the following: September 30, March 31, (Unaudited) Inventory $ 757 $ 611 Other current assets 11 34 Current assets – held for sale $ 768 $ 645 Property and equipment, net $ 1,112 $ 995 Other assets 25 28 Non-current assets – held for sale $ 1,137 $ 1,023 Accounts payable $ 3 $ 30 Accrued liabilities - 13 Current liabilities – held for sale $ 3 $ 43 Major line items constituting loss from discontinued operations in the condensed consolidated statements of operations consisted of the following: Six Months Ended September 30, 2018 2017 Revenues $ 5,126 $ 4,578 Cost of revenues 5,606 5,153 Gross loss (480 ) (575 ) Operating expenses 686 1,587 Loss from discontinued operations $ (1,166 ) $ (2,162 ) Non-cash expenses $ 52 $ 1,060 After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance due to the uncertainty of realizing income tax benefit for all periods presented, and the income tax provision for all periods presented was considered immaterial. Thus, no separate tax provision or benefit relating to discontinued operations is included here or on the face of the condensed consolidated statements of operations. Non-cash expenses above consist principally of depreciation, amortization and impairment costs. Capital expenditures of discontinued operations were principally at Sable and amounted to $166 and $214 for the six months ended September 30, 2018 and 2017, respectively. Gain on the sale of Eco3d of $636 was recognized in discontinued operations in the three months ended June 30, 2017. |
Revenues
Revenues | 6 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUES | NOTE 3: REVENUES The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The following table disaggregates the Company's revenues by major source (unaudited): Three Months Ended Six Months Ended September 30, September 30, 2018 2017 2018 2017 Revenues: Walmart $ 250 $ - $ 1,000 $ - Software as a Service 36 20 39 20 Hardware sales - - - 1 $ 286 $ 20 $ 1,039 $ 21 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4: PROPERTY AND EQUIPMENT Property and equipment consisted of the following: September 30, March 31, (Unaudited) Zest Labs SaaS hardware $ 2,495 $ 2,477 Computers and software costs 400 400 Machinery and equipment 211 211 Furniture and fixtures 89 89 Leasehold improvements 4 4 Total property and equipment 3,199 3,181 Accumulated depreciation and impairment (902 ) (562 ) Property and equipment, net $ 2,297 $ 2,619 During the year ended March 31, 2018 Zest Labs entered into SaaS contracts with customers and $2,477 of assets previously classified as inventory were reclassified to property and equipment as of March 31, 2018. These assets will be used in the satisfaction of performance obligations to customers and depreciated over estimated useful lives of three to seven years. Depreciation expense for the six months ended September 30, 2018 and 2017 was $340 and $62, respectively. The increase was due to depreciation on the Zest Labs assets described above. Property and equipment for Sable has been reclassified as assets held for sale as more fully described in Note 2 and accordingly depreciation expense for Sable through May 2018 has been included in the loss from discontinued operations. In accordance with accounting principles, depreciation of Sable assets ceased when classified as held for sale. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5: INTANGIBLE ASSETS Intangible assets consisted of the following: September 30, March 31, (Unaudited) Patents $ 1,013 $ 1,013 Outsourced vendor relationships 1,017 1,017 Non-compete agreements 340 340 Total intangible assets 2,370 2,370 Accumulated amortization and impairment (1,101 ) (825 ) Intangible assets, net $ 1,269 $ 1,545 The outsourced vendor relationships and non-compete agreements were recorded as part of the acquisition of 440 labs described in Note 11 below. Amortization expense for the six months ended September 30, 2018 and 2017 was $276 and $244, respectively. Amortization for the intangible assets related to the discontinued operations for the six months ended September 30, 2017 is included in the loss from discontinued operations. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 6: ACCRUED LIABILITIES Accrued liabilities consisted of the following: September 30, March 31, (Unaudited) Vacation and paid time off $ 285 $ 278 Professional fees and consulting costs 196 325 Payroll and employee expenses 87 75 Legal fees 89 100 Hardware in transit - 26 Other 212 276 $ 869 $ 1,080 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 7: LONG-TERM DEBT The Company had a secured convertible promissory note ("convertible note") bearing interest at 10% per annum, entered into on January 10, 2017 for $500 with the principal due in one lump sum payment on or before July 10, 2018. The principal along with accrued interest of $11 was paid on July 2, 2018. The convertible note was part of the financing the Company entered into in the three months ended March 31, 2017. Interest expense on debt for the six months ended September 30, 2018 and 2017 was $11 and $30, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8: STOCKHOLDERS' EQUITY Ecoark Holdings Preferred Stock On March 18, 2016, the Company created 5,000 shares of "blank check" preferred stock, par value $0.001. No preferred shares have been issued. Ecoark Holdings Common Stock The Company has 100,000 shares of common stock, par value $0.001 which were authorized on March 18, 2016. The Company has outstanding warrants of 13,751 as of September 30, 2018 that are exercisable into shares of common stock. In August 2018, the Company completed a reserved private placement agreement related to the issuance and sale of 2,969 shares of common stock that raised $4,221 (net of fees) to institutional investors. The investors also received 2,969 warrants exercisable into common stock at an exercise price of $2.09. The Company also provided 208 warrants at an exercise price of $1.92 to the investment banker in the transaction. Of the total net proceeds of $4,221, $2,892 were determined to be warrant liabilities, and $322 of the fees that were considered related to liabilities were charged to other expense. On March 16, 2018, the Company had issued 2,500 warrants to institutional investors that purchased 2,500 shares of common stock in a reserved private placement. The warrants had a strike price of $2.00 and mature in March 2023. In addition, the investment bankers for the transaction received warrants to purchase 88 shares of common stock with the same terms as the investors, and the investment bankers from the May 22, 2017 reserved private placement received warrants to purchase 175 shares of common stock for $2.10 for up to five years pursuant to an exclusivity clause. Both the March 16, 2018 and August 14, 2018 warrant issuances resulted in the Company's recognition of derivative liabilities. In the six months ended September 30, 2018, the Company issued 47 shares of common stock pursuant to stock awards granted from the 2013 Ecoark Holdings Incentive Stock Plan ("2013 Incentive Stock Plan"), net of 29 shares of common stock acquired from employees in lieu of amounts required to satisfy minimum withholding requirements upon vesting of the employees' stock. The Company also issued 25 shares to an advisor to the Company pursuant to a stock award granted from the 2017 Ecoark Holdings Omnibus Incentive Plan ("2017 Omnibus Incentive Plan"). Share-based Compensation The 2013 Incentive Stock Plan was registered on February 7, 2013. Under the 2013 Incentive Stock Plan, the Company may grant incentive stock in the form of stock options, stock awards and stock purchase offers of up to 5,500 shares of common stock to Company employees, officers, directors, consultants and advisors. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. The 2017 Omnibus Incentive Plan was registered on June 14, 2017. Under the 2017 Omnibus Incentive Plan, the Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 4,000 shares of common stock to Company employees, officers, directors, consultants and advisors are available under the 2017 Omnibus Incentive Plan. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. During the year ended March 31, 2018, the Compensation Committee of the Board of Directors of the Company issued non-qualified stock option awards to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. Share-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of operations as follows: 2013 Incentive Stock Plan 2017 Omnibus Incentive Plan Non-Qualified Stock Options Common Stock Total Six months ended September 30, 2018 Directors $ - $ 200 $ - $ - $ 200 Employees 285 286 1,329 - 1,900 $ 285 $ 486 $ 1,329 $ - $ 2,100 Six months ended September 30,2017 Directors $ - $ 250 $ - $ - $ 250 Employees 11,253 1,961 - 1,500 14,714 Amortization of services cost 1,395 - - - 1,395 $ 12,648 $ 2,211 $ - $ 1,500 $ 16,359 |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9: INCOME TAXES The Company has a net operating loss carryforward for tax purposes totaling approximately $95,925 at September 30, 2018. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts. The provision (benefit) for income taxes for the six months ended September 30, 2018 and 2017 differs from the amount expected as a result of applying statutory tax rates to the losses before income taxes principally due to establishing a valuation allowance to fully offset the potential income tax benefit. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required taxable income is uncertain, the Company has recorded a full valuation allowance against deferred tax assets. The Company's deferred tax assets are summarized as follows: September 30, March 31, (Unaudited) Net operating loss carryover $ 22,557 $ 23,230 Depreciable and amortizable assets 1,184 1,168 Share-based compensation 3,269 2,858 Inventory reserve 3 Accrued liabilities 58 58 Allowance for bad debts 118 13 Change in fair value of derivative liabilities (218 ) (1,956 ) Effect of reduction in rate - (994 ) Other 333 328 Less: valuation allowance (27,301 ) (24,708 ) Net deferred tax asset $ - $ - After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at September 30, 2018 and March 31, 2018, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance increased by $2,593 in the six months ended September 30, 2018. The Company has not identified any uncertain tax positions and has not received any significant notices from tax authorities. On December 22, 2017, Public Law 115-97, informally referred to as the Tax Cuts and Jobs Act ("TCJA") was enacted into U.S. law. The TCJA provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, that impact corporate taxation requirements. Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for U.S. taxable income. That required a one-time remeasurement of deferred taxes to reflect their value at a lower rate of 21%. Accordingly, the components of deferred tax assets in the table above have been remeasured at 21%. Additionally, the new tax law requires specified research and development or experimentation expenses paid or incurred after December 31, 2021 be capitalized and amortized ratably over a five-year period. That has the potential to impact the Company in the future. We continue to evaluate the impact of the TCJA. |
Concentrations
Concentrations | 6 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 10: CONCENTRATIONS During the six months ended September 30, 2018 and 2017 the Company had one major customer in each period comprising 96% and 83% of sales, respectively. A major customer is defined as a customer that represents 10% or greater of total sales. Additionally, the Company had three customers at September 30, 2018 and March 31, 2018 with accounts receivable balances of 78% of the total accounts receivable. The Company has established an allowance for doubtful accounts for the $500 receivable from Walmart at September 30, 2018. We do not believe that risk associated with the other customers will have an adverse effect on the business. In addition, during the six months ended September 30, 2018, the Company had one major vendor comprising 21% of purchases. No such concentration existed in 2017. A major vendor is defined as a vendor that represents 10% or greater of total purchases. Alternative sources exist such that the risk associated with the vendor is not expected to have an adverse effect on the Company. Additionally, the Company had one vendor as of both September 30, 2018 and March 31, 2018 representing 24% and 27%, respectively, of total accounts payable. The Company maintained cash balances in excess of the FDIC insured limit in both years. The Company does not consider this risk to be material. |
Acquisition of 440labs, Inc.
Acquisition of 440labs, Inc. | 6 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITION OF 440labs, Inc. | NOTE 11: ACQUISITION OF 440labs, Inc. On May 18, 2017, the Company entered into an exchange agreement (the "Exchange Agreement") with Zest Labs, 440labs, SphereIt, LLC, a Massachusetts limited liability company ("SphereIt") and three of 440labs' executive employees. Pursuant to the Exchange Agreement, on May 23, 2017 the Company acquired all of the shares of 440labs in exchange for 300 shares of the Company's common stock issued to SphereIt. 440labs' three executive employees signed employment agreements pursuant to which each of the three executive employees received 100 shares of the Company's common stock and became employed by Zest Labs. No cash was paid relating to the acquisition of 440labs. 440labs is a software development and information solutions provider for cloud, mobile, and IoT applications. 440labs' experienced leadership and engineering teams will augment Zest Labs' development of modern, enterprise scale solutions that robustly connect to distributed IoT deployments. 440labs blends onshore and offshore resources to optimize development and provide extended runtime operations coverage, critical to broad-based deployments. The Company acquired the assets and liabilities noted below in exchange for the 300 shares and accounted for the acquisition in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: Identifiable intangible assets $ 1,435 Goodwill 65 $ 1,500 The primary business of 440labs is providing development services to Zest Labs. In consolidation, the revenues of 440labs prior to the acquisition would have been eliminated against the expenses of Zest Labs that were paid to 440labs, resulting in an insignificant impact to the net losses of the Company. The goodwill is not expected to be deductible for tax purposes. The goodwill was tested for impairment and written off in the quarter ended March 31, 2018 along with the intangible asset related to one of the executive employees who resigned from the Company. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12: COMMITMENTS AND CONTINGENCIES Legal Proceedings On August 1, 2018, Ecoark Holdings and Zest Labs filed a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division (the "Court"). The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. Ecoark Holdings and Zest Labs are seeking damages of more than two billion dollars and other related relief to the extent it is deemed proper by the Court. The Company does not believe that expenses incurred in pursuing the complaint will have a material effect on the Company's net income or financial condition for the fiscal year ended March 31, 2019 or any individual fiscal quarter. On October 22, 2018, the Court issued an order setting a trial date of June 1, 2020. The order also established deadlines for the completion of fact discovery by October 15, 2019, opening expert reports on October 24, 2019, and dispositive motions, on January 22, 2020. On June 20, 2018, a complaint against the Company and certain affiliates was filed by Ridgeline, LLC in the U.S. District Court - Northern District of California. The complaint refers to an advisory agreement dated January 1, 2015 with Ecoark, Inc., a subsidiary of the Company, in which Ridgeline was to provide advice and consultation to Ecoark, Inc. in exchange for consulting fees, expenses and a warrant to purchase equity in Ecoark, Inc. The complaint seeks judgment for compensatory damages in excess of $75, specific performance regarding delivery of a warrant, attorney's fees, interest and other relief. The Company has filed a motion to dismiss the complaint, and Company counsel has advised us that it is remote that the complaint, if decided adversely to or settled by the Company, will result in a liability material to the Company's financial condition or results of operations. Operating Leases The Company leases many of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. These leases expire at various dates through 2020. Rent expense for continuing operations was $111 and $152 in the six months ended September 30, 2018 and 2017, respectively. Future minimum lease payments required under the operating leases for continuing operations are as follows: fiscal 2019 - $74 and fiscal 2020 - $113. Including the lease at Sable would result in minimum lease payments in the following fiscal years of $266 in 2019, $496 in 2020, $386 in 2021, $389 in 2022 and $293 in 2023. |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 6 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 13: WARRANT DERIVATIVE LIABILITIES As described herein, the Company issued common stock and warrants in private placements in March 2017, May 2017, March 2018 and August 2018. The March and May 2017 and March and August 2018 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 Derivative Warrant Instruments 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 March 31, 2018, the fair value of the March 2017 warrants of $537 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.56% an expected term of 4.0 years, an expected volatility of 91% and a 0% dividend yield. At September 30, 2018, the fair value of the March 2017 warrants of $486 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.94% an expected term of 3.5 years, an expected volatility of 96% and a 0% dividend yield. This includes the adjustment related to the change in strike price as a result of the ratchet provision. 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 March 31, 2018, the fair value of the May 2017 warrants of $1,001 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.56% an expected term of 4.17 years, an expected volatility of 91% and a 0% dividend yield. At September 30, 2018, the fair value of the May 2017 warrants of $942 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.94% an expected term of 3.67 years, an expected volatility of 96% and a 0% dividend yield. This includes the adjustment related to the change in strike price as a result of the ratchet provision. On the date of inception, the fair value of the March 2018 warrants of $3,023 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.65% an expected term of 5.0 years, an expected volatility of 91% and a 0% dividend yield. At March 31, 2018, the fair value of the March 2018 warrants of $2,156 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.56% an expected term of 5.0 years, an expected volatility of 91% and a 0% dividend yield. At September 30, 2018, the fair value of the March 2018 warrants of $1,701 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.94% an expected term of 4.5 years, an expected volatility of 96% and a 0% dividend yield. This includes the adjustment related to the change in strike price as a result of the ratchet provision. On the date of inception, the fair value of the August 2018 warrants of $2,892 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.77% an expected term of 5.00 years, an expected volatility of 97% and a 0% dividend yield. At September 30, 2018, the fair value of the August 2018 warrants of $2,099 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.94% an expected term of 4.92 years, an expected volatility of 96% and a 0% dividend yield. This includes the adjustment related to the change in strike price as a result of the ratchet provision. The Company's derivative liabilities associated with the warrants are as follows: September 30, 2018 March 31, 2018 Inception Fair value of 1,000 March 17, 2017 warrants $ 486 $ 537 $ 4,609 Fair value of 1,875 May 22, 2017 warrants 942 1,001 7,772 Fair value of 2,565 March 16, 2018 warrants 1,701 2,156 3,023 Fair value of 2,969 August 14, 2018 warrants 2,099 - 2,892 $ 5,228 $ 3,694 $ 18,296 During the six months ended September 30, 2018 and 2017 the Company recognized changes in the fair value of the derivative liabilities of $1,036 and $5,507, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 14: 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 September 30, 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 13 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 September 30, 2018 and March 31, 2018: September 30, 2018 Level 1 Level 2 Level 3 Total Gains and Warrant derivative liabilities - - $ 5,228 $ 1,036 March 31, 2018 Warrant derivative liabilities - - $ 3,694 $ 9,316 |
Restatements
Restatements | 6 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
RESTATEMENTS | NOTE 15: RESTATEMENTS In connection with the preparation of the Company’s consolidated financial statements as of and for the six and three months ended September 30, 2018, 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 and 2018. 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 six and three months ended September 30, 2018 and 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 13: Warrant Derivative Liabilities Note 14: 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 six and three months ended September 30, 2018 to the corresponding restated condensed consolidated financial statements for that period. (Dollars in thousands, except per share data) September 30, Restatement September 30, 2018 Adjustment 2018 As Reported As Restated ASSETS CURRENT ASSETS Cash ($35 pledged as collateral for credit) $ 2,323 $ - $ 2,323 Accounts receivable, net of allowance of $585 1,216 - 1,216 Prepaid expenses 217 - 217 Current assets held for sale 768 - 768 Total current assets 4,524 - 4,524 NON-CURRENT ASSETS Property and equipment, net 2,297 - 2,297 Intangible assets, net 1,269 - 1,269 Non-current assets held for sale 1,137 - 1,137 Other assets 27 - 27 Total non-current assets 4,730 - 4,730 TOTAL ASSETS $ 9,254 - $ 9,254 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 1,243 $ - $ 1,243 Accrued liabilities 869 - 869 Derivative liabilities - 5,228 5,228 Current liabilities held for sale 3 - 3 Total current liabilities 2,115 5,228 7,343 NON-CURRENT LIABILITIES COMMITMENTS AND CONTINGENCIES Total liabilities 2,115 5,228 7,343 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, 52,537 shares issued and 51,963 shares outstanding as of September 30, 2018 53 - 53 Additional paid-in-capital 128,740 (16,409 ) 112,331 Accumulated deficit (119,994 ) 11,181 (108,813 ) Treasury stock, at cost (1,660 ) - (1,660 ) Total stockholders’ equity 7,139 (5,228 ) 1,911 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 9,254 - $ 9,254 ECOARK HOLDINGS, INC. AND SUBSIDIARIES Six Months Ended Six Months Ended September 30, Restatement September 30, 2018 Adjustment 2018 As Reported As Restated CONTINUING OPERATIONS: REVENUES $ 1,039 $ - $ 1,039 COST OF REVENUES 637 - 637 GROSS PROFIT (LOSS) 402 - 402 OPERATING EXPENSES: Selling, general and administrative 4,584 - 4,584 Depreciation, amortization and impairment 617 - 617 Research and development 1,641 - 1,641 Total operating expenses 6,842 - 6,842 Loss from continuing operations before other expenses (6,440 ) - (6,440 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liabilities - 1,036 1,036 Interest expense, net of interest income (7 ) - (7 ) Total other income (expenses) (7 ) 1,036 1,029 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (6,447 ) 1,036 (5,411 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations (1,166 ) - (1,166 ) Gain on disposal of discontinued operations - - - Total discontinued operations (1,166 ) - (1,166 ) PROVISION FOR INCOME TAXES - - - NET LOSS (7,613 ) 1,036 (6,577 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (7,613 ) $ 1,036 $ (6,577 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.13 ) $ - $ (0.13 ) Discontinued operations (0.02 ) - (0.02 ) Total $ (0.15 ) $ - $ (0.15 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 49,739 49,739 ECOARK HOLDINGS, INC. AND SUBSIDIARIES Three Months Three Months September 30, Restatement September 30, 2018 Adjustment 2018 As Reported As Restated CONTINUING OPERATIONS: REVENUES $ 286 $ - $ 286 COST OF REVENUES 207 - 207 GROSS PROFIT (LOSS) 79 - 79 OPERATING EXPENSES: Selling, general and administrative 2,493 - 2,493 Depreciation, amortization and impairment 308 - 308 Research and development 771 - 771 Total operating expenses 3,572 - 3,572 Loss from continuing operations before other expenses (3,493 ) - (3,493 ) OTHER INCOME: Change in fair value of derivative liabilities - 715 715 Interest expense, net of interest income 4 - 4 Total other income 4 715 719 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (3,489 ) 715 (2,774 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations (576 ) - (576 ) Gain on disposal of discontinued operations - - - Total discontinued operations (576 ) - (576 ) PROVISION FOR INCOME TAXES - - - NET LOSS (4,065 ) 715 (3,350 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (4,065 ) $ 715 $ (3,350 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.07 ) $ - $ (0.07 ) Discontinued operations (0.01 ) - (0.01 ) Total $ (0.08 ) $ - $ (0.08 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 50,500 50,500 ECOARK HOLDINGS, INC. AND SUBSIDIARIES Six Months Restatement Six Months 2018 Adjustment 2018 As Reported As Restated Cash flows from operating activities: Net loss attributable to controlling interest $ (7,613 ) $ 1,036 $ (6,577 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 617 - 617 Shares of common stock issued for services rendered 200 - 200 Share-based compensation – stock - employees 1,900 - 1,900 Change in value of derivative liabilities (1,036 ) (1,036 ) (Income) loss from discontinued operations 1,166 1,166 Changes in assets and liabilities: Accounts receivable 1,401 - 1,401 Inventory (147 ) - (147 ) Prepaid expenses 13 - 13 Other current assets 35 - 35 Accounts payable (1,134 ) - (1,134 ) Accrued liabilities (226 ) - (226 ) Net cash used in operating activities of continuing operations (3,788 ) - (3,788 ) Net cash used in discontinued operations (1,114 ) - (1,114 ) Net cash used in operating activities (4,902 ) - (4,902 ) Cash flows from investing activities: Net cash used in investing activities – discontinued operations (166 ) - (166 ) Purchases of property and equipment (18 ) - (18 ) Net cash used in investing activities (184 ) - (184 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 4,221 - 4,221 Purchase of treasury shares from employees (42 ) - (42 ) Repayments of debt (500 ) - (500 ) Net cash provided by financing activities 3,679 - 3,679 NET DECREASE IN CASH (1,407 ) - (1,407 ) Cash - beginning of period 3,730 - 3,730 Cash - end of period $ 2,323 $ - $ 2,323 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 11 $ - $ 11 Cash paid for income taxes $ - $ - $ - |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16: SUBSEQUENT EVENTS Subsequent to September 30, 2018, the Company has issued 11 shares of common stock pursuant to stock awards granted from the 2013 Incentive Stock Plan. The Company acquired 4 shares of common stock from the employees in lieu of amounts required to satisfy minimum withholding requirements upon vesting of the employees' stock. Refer to Note 12 above for developments in legal proceedings. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2018. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the September 30, 2017 condensed consolidated financial statements to be consistent with the September 30, 2018 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the six months ended September 30, 2018 and 2017. |
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 15. |
Segment Information | Segment Information The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280-10 Segment Reporting. |
Recent Accounting Pronouncements Pending Adoption | Recent Accounting Pronouncements Pending Adoption In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 Leases (Topic 842) Targeted Improvements . In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Going Concern | Going Concern The Company has experienced losses from operations resulting in an accumulated deficit of $108,813 since inception. The accumulated deficit together with losses of $6,577 for the six months ended September 30, 2018, and net cash used in operating activities in the six months ended September 30, 2018 of $4,902, have resulted in the uncertainty of the Company's ability to continue as a going concern. These condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company raised additional capital through the issuance of common stock, net of fees, in private placements, issuances under equity purchase agreements and sales of convertible notes of $12,693 in the year ended March 31, 2018 and $4,221 in the six months ended September 30, 2018. 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, completion of the divesting of non-core assets and resolution of the lawsuit described in Note 12 is unknown. Obtaining additional financing and the successful development of the Company's strategic plan to achieve profitability are necessary for the Company to continue operations. There can be no assurance that such capital will be available or on terms acceptable to the Company. There can also be no assurance that the Company will have met the SEC's Form S-3 eligibility requirements to use its shelf registration. The Company intends to further develop its product offerings and customer bases. The Company's plans to achieve profitability include evaluating the cost structure and processes of its operations, both at the margin and operating expense levels, as well as pursuing additional strategic acquisitions and dispositions. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern as determined by management. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. As more fully described in Note 15, in connection with the preparation of the Company's condensed consolidated financial statements as of and for the six and three months ended September 30, 2018, 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) | 6 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations of consolidated balance sheets | September 30, March 31, (Unaudited) Inventory $ 757 $ 611 Other current assets 11 34 Current assets – held for sale $ 768 $ 645 Property and equipment, net $ 1,112 $ 995 Other assets 25 28 Non-current assets – held for sale $ 1,137 $ 1,023 Accounts payable $ 3 $ 30 Accrued liabilities - 13 Current liabilities – held for sale $ 3 $ 43 |
Schedule of loss from discontinued operations in the condensed consolidated statements | Six Months Ended September 30, 2018 2017 Revenues $ 5,126 $ 4,578 Cost of revenues 5,606 5,153 Gross loss (480 ) (575 ) Operating expenses 686 1,587 Loss from discontinued operations $ (1,166 ) $ (2,162 ) Non-cash expenses $ 52 $ 1,060 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | Three Months Ended Six Months Ended September 30, September 30, 2018 2017 2018 2017 Revenues: Walmart $ 250 $ - $ 1,000 $ - Software as a Service 36 20 39 20 Hardware sales - - - 1 $ 286 $ 20 $ 1,039 $ 21 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, March 31, (Unaudited) Zest Labs SaaS hardware $ 2,495 $ 2,477 Computers and software costs 400 400 Machinery and equipment 211 211 Furniture and fixtures 89 89 Leasehold improvements 4 4 Total property and equipment 3,199 3,181 Accumulated depreciation and impairment (902 ) (562 ) Property and equipment, net $ 2,297 $ 2,619 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, March 31, (Unaudited) Patents $ 1,013 $ 1,013 Outsourced vendor relationships 1,017 1,017 Non-compete agreements 340 340 Total intangible assets 2,370 2,370 Accumulated amortization and impairment (1,101 ) (825 ) Intangible assets, net $ 1,269 $ 1,545 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Summary of accrued liabilities | September 30, March 31, (Unaudited) Vacation and paid time off $ 285 $ 278 Professional fees and consulting costs 196 325 Payroll and employee expenses 87 75 Legal fees 89 100 Hardware in transit - 26 Other 212 276 $ 869 $ 1,080 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of share-based compensation expense | 2013 Incentive Stock Plan 2017 Omnibus Incentive Plan Non-Qualified Stock Options Common Stock Total Six months ended September 30, 2018 Directors $ - $ 200 $ - $ - $ 200 Employees 285 286 1,329 - 1,900 $ 285 $ 486 $ 1,329 $ - $ 2,100 Six months ended September 30,2017 Directors $ - $ 250 $ - $ - $ 250 Employees 11,253 1,961 - 1,500 14,714 Amortization of services cost 1,395 - - - 1,395 $ 12,648 $ 2,211 $ - $ 1,500 $ 16,359 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | September 30, March 31, (Unaudited) Net operating loss carryover $ 22,557 $ 23,230 Depreciable and amortizable assets 1,184 1,168 Share-based compensation 3,269 2,858 Inventory reserve 3 Accrued liabilities 58 58 Allowance for bad debts 118 13 Change in fair value of derivative liabilities (218 ) (1,956 ) Effect of reduction in rate - (994 ) Other 333 328 Less: valuation allowance (27,301 ) (24,708 ) Net deferred tax asset $ - $ - |
Acquisition of 440labs, Inc. (T
Acquisition of 440labs, Inc. (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
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) | 6 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of warrant derivative liabilities | September 30, 2018 March 31, 2018 Inception Fair value of 1,000 March 17, 2017 warrants $ 486 $ 537 $ 4,609 Fair value of 1,875 May 22, 2017 warrants 942 1,001 7,772 Fair value of 2,565 March 16, 2018 warrants 1,701 2,156 3,023 Fair value of 2,969 August 14, 2018 warrants 2,099 - 2,892 $ 5,228 $ 3,694 $ 18,296 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | September 30, 2018 Level 1 Level 2 Level 3 Total Gains and Warrant derivative liabilities - - $ 5,228 $ 1,036 March 31, 2018 Warrant derivative liabilities - - $ 3,694 $ 9,316 |
Restatements (Tables)
Restatements (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of restated consolidated balance sheets and consolidated statements of operation and cashflows | (Dollars in thousands, except per share data) September 30, Restatement September 30, 2018 Adjustment 2018 As Reported As Restated ASSETS CURRENT ASSETS Cash ($35 pledged as collateral for credit) $ 2,323 $ - $ 2,323 Accounts receivable, net of allowance of $585 1,216 - 1,216 Prepaid expenses 217 - 217 Current assets held for sale 768 - 768 Total current assets 4,524 - 4,524 NON-CURRENT ASSETS Property and equipment, net 2,297 - 2,297 Intangible assets, net 1,269 - 1,269 Non-current assets held for sale 1,137 - 1,137 Other assets 27 - 27 Total non-current assets 4,730 - 4,730 TOTAL ASSETS $ 9,254 - $ 9,254 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 1,243 $ - $ 1,243 Accrued liabilities 869 - 869 Derivative liabilities - 5,228 5,228 Current liabilities held for sale 3 - 3 Total current liabilities 2,115 5,228 7,343 NON-CURRENT LIABILITIES COMMITMENTS AND CONTINGENCIES Total liabilities 2,115 5,228 7,343 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, 52,537 shares issued and 51,963 shares outstanding as of September 30, 2018 53 - 53 Additional paid-in-capital 128,740 (16,409 ) 112,331 Accumulated deficit (119,994 ) 11,181 (108,813 ) Treasury stock, at cost (1,660 ) - (1,660 ) Total stockholders’ equity 7,139 (5,228 ) 1,911 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 9,254 - $ 9,254 Six Months Ended Six Months Ended September 30, Restatement September 30, 2018 Adjustment 2018 As Reported As Restated CONTINUING OPERATIONS: REVENUES $ 1,039 $ - $ 1,039 COST OF REVENUES 637 - 637 GROSS PROFIT (LOSS) 402 - 402 OPERATING EXPENSES: Selling, general and administrative 4,584 - 4,584 Depreciation, amortization and impairment 617 - 617 Research and development 1,641 - 1,641 Total operating expenses 6,842 - 6,842 Loss from continuing operations before other expenses (6,440 ) - (6,440 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liabilities - 1,036 1,036 Interest expense, net of interest income (7 ) - (7 ) Total other income (expenses) (7 ) 1,036 1,029 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (6,447 ) 1,036 (5,411 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations (1,166 ) - (1,166 ) Gain on disposal of discontinued operations - - - Total discontinued operations (1,166 ) - (1,166 ) PROVISION FOR INCOME TAXES - - - NET LOSS (7,613 ) 1,036 (6,577 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (7,613 ) $ 1,036 $ (6,577 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.13 ) $ - $ (0.13 ) Discontinued operations (0.02 ) - (0.02 ) Total $ (0.15 ) $ - $ (0.15 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 49,739 49,739 Three Months Three Months September 30, Restatement September 30, 2018 Adjustment 2018 As Reported As Restated CONTINUING OPERATIONS: REVENUES $ 286 $ - $ 286 COST OF REVENUES 207 - 207 GROSS PROFIT (LOSS) 79 - 79 OPERATING EXPENSES: Selling, general and administrative 2,493 - 2,493 Depreciation, amortization and impairment 308 - 308 Research and development 771 - 771 Total operating expenses 3,572 - 3,572 Loss from continuing operations before other expenses (3,493 ) - (3,493 ) OTHER INCOME: Change in fair value of derivative liabilities - 715 715 Interest expense, net of interest income 4 - 4 Total other income 4 715 719 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (3,489 ) 715 (2,774 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations (576 ) - (576 ) Gain on disposal of discontinued operations - - - Total discontinued operations (576 ) - (576 ) PROVISION FOR INCOME TAXES - - - NET LOSS (4,065 ) 715 (3,350 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (4,065 ) $ 715 $ (3,350 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.07 ) $ - $ (0.07 ) Discontinued operations (0.01 ) - (0.01 ) Total $ (0.08 ) $ - $ (0.08 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 50,500 50,500 Six Months Restatement Six Months 2018 Adjustment 2018 As Reported As Restated Cash flows from operating activities: Net loss attributable to controlling interest $ (7,613 ) $ 1,036 $ (6,577 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 617 - 617 Shares of common stock issued for services rendered 200 - 200 Share-based compensation – stock - employees 1,900 - 1,900 Change in value of derivative liabilities (1,036 ) (1,036 ) (Income) loss from discontinued operations 1,166 1,166 Changes in assets and liabilities: Accounts receivable 1,401 - 1,401 Inventory (147 ) - (147 ) Prepaid expenses 13 - 13 Other current assets 35 - 35 Accounts payable (1,134 ) - (1,134 ) Accrued liabilities (226 ) - (226 ) Net cash used in operating activities of continuing operations (3,788 ) - (3,788 ) Net cash used in discontinued operations (1,114 ) - (1,114 ) Net cash used in operating activities (4,902 ) - (4,902 ) Cash flows from investing activities: Net cash used in investing activities – discontinued operations (166 ) - (166 ) Purchases of property and equipment (18 ) - (18 ) Net cash used in investing activities (184 ) - (184 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 4,221 - 4,221 Purchase of treasury shares from employees (42 ) - (42 ) Repayments of debt (500 ) - (500 ) Net cash provided by financing activities 3,679 - 3,679 NET DECREASE IN CASH (1,407 ) - (1,407 ) Cash - beginning of period 3,730 - 3,730 Cash - end of period $ 2,323 $ - $ 2,323 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 11 $ - $ 11 Cash paid for income taxes $ - $ - $ - |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Segment | Sep. 30, 2017USD ($) | Mar. 31, 2018USD ($) | |
Organization and Summary of Significant Accounting Policies (Textual) | |||||
Net loss | $ (3,350) | $ (9,806) | $ (6,577) | $ (20,069) | |
Accumulated deficit | $ (108,813) | (108,813) | $ (102,236) | ||
Cash used in operating activities | (4,902) | $ (10,451) | |||
Additional capital, net of expenses | $ 4,221 | $ 12,693 | |||
Number pf operating segments | Segment | 1 | ||||
Eco3d, LLC [Member] | |||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||
Ownership percentage of the company | 65.00% | 65.00% | |||
Percentage of non-controlling interest, description | Eco3d was formed by Ecoark in November 2013 and Ecoark owned 65% of the LLC. The remaining 35% was reflected as non-controlling interest until September 2016 when Ecoark Holdings issued shares of stock in exchange for the 35% non-controlling interest. | ||||
Percentage of non-controlling interest | 35.00% | 35.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Inventory | $ 757 | $ 611 |
Other current assets | 11 | 34 |
Current assets - held for sale | 768 | 645 |
Property and equipment, net | 1,112 | 995 |
Other assets | 25 | 28 |
Non-current assets - held for sale | 1,137 | 1,023 |
Accounts payable | 3 | 30 |
Accrued liabilities | 13 | |
Current liabilities - held for sale | $ 3 | $ 43 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | $ 5,126 | $ 4,578 |
Cost of revenues | 5,606 | 5,153 |
Gross loss | (480) | (575) |
Operating expenses | 686 | 1,587 |
Loss from discontinued operations | (1,166) | (2,162) |
Non-cash expenses | $ 52 | $ 1,060 |
Discontinued Operations (Deta_3
Discontinued Operations (Details Textual) - USD ($) shares in Thousands, $ in Thousands | Apr. 14, 2017 | Sep. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Discontinued Operations (Textual) | |||||||
Cash received | $ 2,029 | ||||||
Gain on sale of discontinued operations | 636 | ||||||
Capital expenditures of discontinued operations | 166 | 214 | |||||
Revenues | 5,126 | 4,578 | |||||
Loss | $ (1,166) | $ (2,162) | |||||
Eco3d [Member] | |||||||
Discontinued Operations (Textual) | |||||||
Cash received | $ 2,029 | ||||||
Shares received from Eco3d | 560 | ||||||
Shares issued in exchange for noncontrolling interest | 525 | ||||||
Gain on sale of discontinued operations | $ 636 | ||||||
Revenues | $ 188 | ||||||
Loss | $ 57 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total revenues | $ 286 | $ 20 | $ 1,039 | $ 21 |
Hardware sales [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total revenues | 1 | |||
Software as a Service [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total revenues | 36 | 20 | 39 | 20 |
Walmart [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total revenues | $ 250 | $ 1,000 |
Revenues (Details Textual)
Revenues (Details Textual) $ in Thousands | 6 Months Ended |
Sep. 30, 2018USD ($) | |
Revenue (Textual) | |
Paying invoices for professional services project | $ 1,000 |
Walmart refused to pay final two invoices amount | 500 |
Established allowance for doubtful accounts | $ 500 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,199 | $ 3,181 |
Accumulated depreciation and impairment | (902) | (562) |
Property and equipment, net | 2,297 | 2,619 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4 | 4 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 211 | 211 |
Computers and software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 400 | 400 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 89 | 89 |
Zest Labs SaaS hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,495 | $ 2,477 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Property and Equipment (Textual) | |||
Depreciation expense | $ 340 | $ 62 | |
Zest Labs [Member] | |||
Property and Equipment (Textual) | |||
Inventory reclassified to property and equipment | $ 2,477 | ||
Maximum [Member] | |||
Property and Equipment (Textual) | |||
Estimated useful lives | 7 years | ||
Minimum [Member] | |||
Property and Equipment (Textual) | |||
Estimated useful lives | 3 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Summary of intangible assets | ||
Total intangible assets | $ 2,370 | $ 2,370 |
Accumulated amortization and impairment | (1,101) | (825) |
Intangible assets, net | 1,269 | 1,545 |
Outsourced vendor relationships [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,017 | 1,017 |
Patents [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,013 | 1,013 |
Non-compete agreements [Member] | ||
Summary of intangible assets | ||
Total intangible assets | $ 340 | $ 340 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 276 | $ 244 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | ||
Vacation and paid time off | $ 285 | $ 278 |
Professional fees and consulting costs | 196 | 325 |
Payroll and employee expenses | 87 | 75 |
Legal fees | 89 | 100 |
Hardware in transit | 26 | |
Other | 212 | 276 |
Total | $ 869 | $ 1,080 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jan. 10, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Long-Term Debt (Textual) | |||
Interest expense on long-term debt | $ 11 | $ 30 | |
Convertible Note [Member] | |||
Long-Term Debt (Textual) | |||
Principal amount | $ 500 | ||
Note payable, interest rate | 10.00% | ||
Debt instrument, maturity date | Jul. 10, 2018 | ||
Debt conversion accrued interest, description | The principal along with accrued interest of $11 was paid on July 2, 2018. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 2,100 | $ 16,359 |
Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 200 | 250 |
Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,900 | 14,714 |
Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,395 | |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,500 | |
Common Stock [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Common Stock [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,500 | |
Common Stock [Member] | Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,329 | |
Non-Qualified Stock Options [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Non-Qualified Stock Options [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,329 | |
Non-Qualified Stock Options [Member] | Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
2017 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 486 | 2,211 |
2017 Omnibus Incentive Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 200 | 250 |
2017 Omnibus Incentive Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 286 | 1,961 |
2017 Omnibus Incentive Plan [Member] | Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
2013 Incentive Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 285 | 12,648 |
2013 Incentive Stock Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
2013 Incentive Stock Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 285 | 11,253 |
2013 Incentive Stock Plan [Member] | Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,395 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Aug. 31, 2018 | Mar. 16, 2018 | May 18, 2017 | Mar. 18, 2016 | Sep. 30, 2018 | Mar. 31, 2018 | |
Stockholders' Equity (Textual) | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | ||||||
Common stock, shares authorized | 100,000 | 100,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Common stock issued to stock awards granted | 300 | |||||
Employees [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Net of shares of common stock from employees | 29 | |||||
Private Placement [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Sale of common stock shares issued | 2,969 | |||||
Net of fees | $ 4,221 | |||||
Fees related to other expense | $ 429 | |||||
Warrants exercisable into common stock | 2,969 | 208 | ||||
Warrants exercise price | $ 2.09 | $ 1.92 | ||||
Warrants issued | 2,500 | |||||
Warrants to purchased shares of common stock | 2,500 | |||||
Warrants strike price | $ 2 | |||||
Warrants mature period | March 2023 | |||||
Sale of stock transaction, description | In addition, the investment bankers for the transaction received warrants to purchase 88 shares of common stock with the same terms as the investors, and the investment bankers from the May 22, 2017 reserved private placement received warrants to purchase 175 shares of common stock for $2.10 for up to five years pursuant to an exclusivity clause. | |||||
Ecoark Holdings Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Shares of blank check preferred stock | 5,000 | |||||
Preferred stock, par value | $ 0.001 | |||||
Preferred stock, shares issued | ||||||
Ecoark Holdings Common Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock, shares authorized | 100,000 | |||||
Common stock, par value | $ 0.001 | |||||
Warrants outstanding exercisable into common stock | 13,751 | |||||
2013 Incentive Stock Plan [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock issued to stock awards granted | 47 | |||||
2017 Omnibus Incentive Plan [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock issued to stock awards granted | 25 | |||||
Share-based Compensation [Member] | 2013 Incentive Stock Plan [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Share-based compensation arrangement by share-based payment award, description | The Company may grant incentive stock in the form of stock options, stock awards and stock purchase offers of up to 5,500 shares of common stock to Company employees, officers, directors, consultants and advisors. | |||||
Share-based Compensation [Member] | 2017 Omnibus Incentive Plan [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Share-based compensation arrangement by share-based payment award, description | The Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 4,000 shares of common stock to Company employees, officers, directors, consultants and advisors are available under the 2017 Omnibus Incentive Plan. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 22,557 | $ 23,230 |
Depreciable and amortizable assets | 1,184 | 1,168 |
Share-based compensation | 3,269 | 2,858 |
Inventory reserve | 3 | |
Accrued liabilities | 58 | 58 |
Allowance for bad debts | 118 | 13 |
Change in fair value of derivative liabilities | (218) | (1,956) |
Effect of reduction in rate | (994) | |
Other | 333 | 328 |
Less: valuation allowance | (27,301) | (24,708) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended |
Dec. 22, 2017 | Sep. 30, 2018 | |
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 95,925 | |
Valuation allowance increased | $ 2,593 | |
Research and development or experimentation expenses, description | That required a one-time remeasurement of deferred taxes to reflect their value at a lower rate of 21%. Accordingly, the components of deferred tax assets in the table above have been remeasured at 21%. Additionally, the new tax law requires specified research and development or experimentation expenses paid or incurred after December 31, 2021 be capitalized and amortized ratably over a five-year period. | |
Maximum [Member] | ||
Income Taxes (Textual) | ||
Percentage of federal tax rate | 35.00% | |
Minimum [Member] | ||
Income Taxes (Textual) | ||
Percentage of federal tax rate | 21.00% |
Concentrations (Details)
Concentrations (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018CustomersVendors | Sep. 30, 2018USD ($)CustomersVendors | Sep. 30, 2017Customers | |
Concentrations (Textual) | |||
Established an allowance for doubtful accounts for receivable from Walmart | $ | $ 500 | ||
Accounts receivable [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 78.00% | 78.00% | |
Number of customers | Customers | 3 | 3 | |
Accounts payable [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 27.00% | 24.00% | |
Number of vendors | Vendors | 1 | 1 | |
Sales [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 96.00% | 83.00% | |
Major customer definition as per company standards | A major customer is defined as a customer that represents 10% or greater of total sales. | ||
Number of customers | Customers | 1 | 1 | |
Purchases [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 21.00% | ||
Major vendor definition as per company standards | A major vendor is defined as a vendor that represents 10% or greater of total purchases. | ||
Number of vendors | Vendors | 1 |
Acquisition of 440labs, Inc. (D
Acquisition of 440labs, Inc. (Details) - Labs [Member] $ in Thousands | May 18, 2017USD ($) |
Business Acquisition [Line Items] | |
Identifiable intangible assets | $ 1,435 |
Goodwill | 65 |
Total | $ 1,500 |
Acquisition of 440labs, Inc. _2
Acquisition of 440labs, Inc. (Details Textual) - shares shares in Thousands | 1 Months Ended | |
May 23, 2017 | May 18, 2017 | |
Acquisition of 440labs, Inc. (Textual) | ||
Number of shares exchange acquired in assets and liabilities | 300 | |
SphereIt [Member] | ||
Acquisition of 440labs, Inc. (Textual) | ||
Business acquisition, exchange of shares | 300 | |
Shares issued for company acquisition, description | Employment agreements pursuant to which each of the three executive employees received 100 shares of the Company's common stock and became employed by Zest Labs. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Aug. 01, 2018 | Jun. 20, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Commitments and Contingencies (Textual) | ||||
Damages in excess amount | $ 75 | |||
Lease expiration period, description | These leases expire at various dates through 2020. | |||
Rent expense for continuing operations | $ 111 | $ 152 | ||
Operating lease future minimum lease payments, 2019 | 74 | |||
Operating lease future minimum lease payments, 2020 | 113 | |||
Loss contingency damages, description | Ecoark Holdings and Zest Labs are seeking damages of more than two billion dollars and other related relief to the extent it is deemed proper by the Court. The Company does not believe that expenses incurred in pursuing the complaint will have a material effect on the Company's net income or financial condition for the fiscal year ended March 31, 2019 or any individual fiscal quarter. | |||
Sable result in minimum lease payments in 2019 | 266 | |||
Sable result in minimum lease payments in 2020 | 496 | |||
Sable result in minimum lease payments in 2021 | 386 | |||
Sable result in minimum lease payments in 2022 | 389 | |||
Sable result in minimum lease payments in 2023 | $ 293 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Fair value of 1,000 March 17, 2017 warrants | $ 486 | $ 537 |
Fair value of 1,875 May 22, 2017 warrants | 942 | 1,001 |
Fair value of 2,565 March 16, 2018 warrants | 1,701 | 2,156 |
Fair value of 2,969 August 14, 2018 warrants | 2,099 | |
Total | 5,228 | $ 3,694 |
Inception [Member] | ||
Fair value of 1,000 March 17, 2017 warrants | 4,609 | |
Fair value of 1,875 May 22, 2017 warrants | 7,772 | |
Fair value of 2,565 March 16, 2018 warrants | 3,023 | |
Fair value of 2,969 August 14, 2018 warrants | 2,892 | |
Total | $ 18,296 |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 31, 2018 | May 31, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Warrant Derivative Liabilities (Textual) | |||||||||
Fair value of warrants | $ 3,351 | ||||||||
Change in fair value of derivative liabilities | $ 715 | $ 2,161 | $ 1,036 | $ 5,507 | |||||
March 2017 warrants [Member] | |||||||||
Warrant Derivative Liabilities (Textual) | |||||||||
Fair value of warrants | $ 480 | $ 537 | $ 4,609 | ||||||
Fair value of risk-free interest rate | 2.94% | 2.56% | 2.13% | ||||||
Fair value expected term | 3 years 6 months | 4 years | 5 years | ||||||
Fair value volatility rate | 96.00% | 91.00% | 107.00% | ||||||
Fair value dividend yield | 0.00% | 0.00% | 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% | ||||||||
May 2017 warrants [Member] | |||||||||
Warrant Derivative Liabilities (Textual) | |||||||||
Fair value of warrants | $ 7,772 | $ 942 | $ 1,001 | ||||||
Fair value of risk-free interest rate | 1.80% | 2.94% | 2.56% | ||||||
Fair value expected term | 5 years | 3 years 8 months 2 days | 4 years 2 months 1 day | ||||||
Fair value volatility rate | 101.00% | 96.00% | 91.00% | ||||||
Fair value dividend yield | 0.00% | 0.00% | 0.00% | ||||||
March 2018 warrants [Member] | |||||||||
Warrant Derivative Liabilities (Textual) | |||||||||
Fair value of warrants | $ 1,701 | $ 3,023 | |||||||
Fair value of risk-free interest rate | 2.94% | 2.65% | |||||||
Fair value expected term | 4 years 6 months | 5 years | |||||||
Fair value volatility rate | 96.00% | 91.00% | |||||||
Fair value dividend yield | 0.00% | 0.00% | |||||||
March 2018 warrants One [Member] | |||||||||
Warrant Derivative Liabilities (Textual) | |||||||||
Fair value of warrants | $ 2,156 | ||||||||
Fair value of risk-free interest rate | 2.56% | ||||||||
Fair value expected term | 5 years | ||||||||
Fair value volatility rate | 91.00% | ||||||||
Fair value dividend yield | 0.00% | ||||||||
August 2018 warrants [Member] | |||||||||
Warrant Derivative Liabilities (Textual) | |||||||||
Fair value of warrants | $ 2,892 | $ 2,099 | |||||||
Fair value of risk-free interest rate | 2.77% | 2.94% | |||||||
Fair value expected term | 5 years | 4 years 11 months 1 day | |||||||
Fair value volatility rate | 97.00% | 96.00% | |||||||
Fair value dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Warrant derivative liabilities | $ 1,036 | $ 9,316 |
Level 1 [Member] | ||
Warrant derivative liabilities | ||
Level 2 [Member] | ||
Warrant derivative liabilities | ||
Level 3 [Member] | ||
Warrant derivative liabilities | $ 5,228 | $ 3,694 |
Restatements (Details)
Restatements (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 |
CURRENT ASSETS | ||||
Cash ($35 pledged as collateral for credit) | $ 2,323 | $ 3,730 | $ 8,316 | $ 8,648 |
Accounts receivable, net of allowance of $585 | 1,216 | 2,617 | ||
Prepaid expenses | 217 | 242 | ||
Total current assets | 4,524 | 7,234 | ||
NON-CURRENT ASSETS | ||||
Property and equipment, net | 2,297 | 2,619 | ||
Intangible assets, net | 1,269 | 1,545 | ||
Non-current assets held for sale | 1,137 | 1,023 | ||
Other assets | 27 | 26 | ||
Total non-current assets | 4,730 | 5,213 | ||
TOTAL ASSETS | 9,254 | 12,447 | ||
CURRENT LIABILITIES | ||||
Accounts payable | 1,243 | 2,350 | ||
Accrued liabilities | 869 | 1,080 | ||
Derivative liabilities | 5,228 | 3,694 | ||
Current liabilities held for sale | 3 | 43 | ||
Total current liabilities | 7,343 | 7,667 | ||
NON-CURRENT LIABILITIES | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Total liabilities | 7,343 | 7,667 | ||
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, 52,537 shares issued and 51,963 shares outstanding as of September 30, 2018 | 53 | 49 | ||
Additional paid-in-capital | 112,331 | 108,585 | ||
Accumulated deficit | (108,813) | (102,236) | ||
Treasury stock, at cost | (1,660) | (1,618) | ||
Total stockholders' equity | 1,911 | 4,780 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 9,254 | 12,447 | ||
Previously Reported [Member] | ||||
CURRENT ASSETS | ||||
Cash ($35 pledged as collateral for credit) | 2,323 | 3,730 | ||
Accounts receivable, net of allowance of $585 | 1,216 | |||
Prepaid expenses | 217 | |||
Current assets held for sale | 768 | |||
Total current assets | 4,524 | |||
NON-CURRENT ASSETS | ||||
Property and equipment, net | 2,297 | |||
Intangible assets, net | 1,269 | |||
Non-current assets held for sale | 1,137 | |||
Other assets | 27 | |||
Total non-current assets | 4,730 | |||
TOTAL ASSETS | 9,254 | |||
CURRENT LIABILITIES | ||||
Accounts payable | 1,243 | |||
Accrued liabilities | 869 | |||
Derivative liabilities | ||||
Current liabilities held for sale | 3 | |||
Total current liabilities | 2,115 | |||
NON-CURRENT LIABILITIES | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Total liabilities | 2,115 | |||
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, 52,537 shares issued and 51,963 shares outstanding as of September 30, 2018 | 53 | |||
Additional paid-in-capital | 128,740 | |||
Accumulated deficit | (119,994) | |||
Treasury stock, at cost | (1,660) | |||
Total stockholders' equity | 7,139 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 9,254 | |||
Restatement Adjustment [Member] | ||||
CURRENT ASSETS | ||||
Cash ($35 pledged as collateral for credit) | ||||
Accounts receivable, net of allowance of $585 | ||||
Prepaid expenses | ||||
Current assets held for sale | ||||
Total current assets | ||||
NON-CURRENT ASSETS | ||||
Property and equipment, net | ||||
Intangible assets, net | ||||
Non-current assets held for sale | ||||
Other assets | ||||
Total non-current assets | ||||
TOTAL ASSETS | ||||
CURRENT LIABILITIES | ||||
Accounts payable | ||||
Accrued liabilities | ||||
Derivative liabilities | 5,228 | |||
Current liabilities held for sale | ||||
Total current liabilities | 5,228 | |||
NON-CURRENT LIABILITIES | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Total liabilities | 5,228 | |||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||||
Common stock, $0.001 par value; 100,000 shares authorized, 52,537 shares issued and 51,963 shares outstanding as of September 30, 2018 | ||||
Additional paid-in-capital | (16,409) | |||
Accumulated deficit | 11,181 | |||
Treasury stock, at cost | ||||
Total stockholders' equity | (5,228) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
Restatements (Details 1)
Restatements (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
CONTINUING OPERATIONS: | ||||
REVENUES | $ 286 | $ 20 | $ 1,039 | $ 21 |
COST OF REVENUES | 207 | 20 | 637 | 33 |
GROSS PROFIT (LOSS) | 79 | 402 | (12) | |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 2,493 | 8,530 | 4,584 | 20,466 |
Depreciation, amortization and impairment | 308 | 186 | 617 | 306 |
Research and development | 771 | 1,659 | 1,641 | 3,233 |
Total operating expenses | 3,572 | 10,375 | 6,842 | 24,005 |
Loss from continuing operations before other expenses | (3,493) | (10,375) | (6,440) | (24,017) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | 715 | 2,161 | 1,036 | 5,507 |
Interest expense, net of interest income | ||||
Total other income (expenses) | 719 | 2,150 | 1,029 | 5,481 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (2,774) | (8,225) | (5,411) | (18,536) |
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | ||||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | ||||
PROVISION FOR INCOME TAXES | 7 | 7 | ||
NET LOSS | ||||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (3,350) | $ (9,806) | $ (6,577) | $ (20,069) |
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.07) | $ (0.18) | $ (0.13) | $ (0.42) |
Discontinued operations | (0.01) | (0.03) | (0.02) | (0.03) |
Total | $ (0.08) | $ (0.21) | $ (0.15) | $ (0.45) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE (in thousands) | ||||
Basic and diluted | 50,500 | 45,101 | 49,739 | 44,184 |
Previously Reported [Member] | ||||
CONTINUING OPERATIONS: | ||||
REVENUES | $ 286 | $ 1,039 | ||
COST OF REVENUES | 207 | 637 | ||
GROSS PROFIT (LOSS) | 79 | 402 | ||
OPERATING EXPENSES: | ||||
Selling, general and administrative | 2,493 | 4,584 | ||
Depreciation, amortization and impairment | 308 | 617 | ||
Research and development | 771 | 1,641 | ||
Total operating expenses | 3,572 | 6,842 | ||
Loss from continuing operations before other expenses | (3,493) | (6,440) | ||
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | ||||
Interest expense, net of interest income | 4 | (7) | ||
Total other income (expenses) | 4 | (7) | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (3,489) | (6,447) | ||
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (576) | (1,166) | ||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | (576) | (1,166) | ||
PROVISION FOR INCOME TAXES | ||||
NET LOSS | (4,065) | (7,613) | ||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (4,065) | $ (7,613) | ||
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.07) | $ (0.13) | ||
Discontinued operations | (0.01) | (0.02) | ||
Total | $ (0.08) | $ (0.15) | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE (in thousands) | ||||
Basic and diluted | 50,500 | 49,739 | ||
Restatement Adjustment [Member] | ||||
CONTINUING OPERATIONS: | ||||
REVENUES | ||||
COST OF REVENUES | ||||
GROSS PROFIT (LOSS) | ||||
OPERATING EXPENSES: | ||||
Selling, general and administrative | ||||
Depreciation, amortization and impairment | ||||
Research and development | ||||
Total operating expenses | ||||
Loss from continuing operations before other expenses | ||||
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | 715 | 1,036 | ||
Interest expense, net of interest income | ||||
Total other income (expenses) | 715 | 1,036 | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 715 | 1,036 | ||
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | ||||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | ||||
PROVISION FOR INCOME TAXES | ||||
NET LOSS | 715 | 1,036 | ||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ 715 | $ 1,036 | ||
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | ||||
Discontinued operations | ||||
Total | ||||
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 | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||||
Net loss attributable to controlling interest | $ (3,350) | $ (9,806) | $ (6,577) | $ (20,069) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 617 | 306 | ||
Shares of common stock issued for services rendered | 200 | 1,645 | ||
Share-based compensation – stock - employees | 1,900 | 13,214 | ||
Change in value of derivative liabilities | (1,036) | (5,507) | ||
(Income) loss from discontinued operations | 1,166 | 2,162 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,401 | 525 | ||
Inventory | (147) | (821) | ||
Prepaid expenses | 13 | (38) | ||
Other current assets | (35) | 119 | ||
Accounts payable | (1,134) | (72) | ||
Accrued liabilities | (226) | (1,504) | ||
Net cash used in operating activities of continuing operations | (3,788) | (9,349) | ||
Net cash used in discontinued operations | (1,114) | (1,102) | ||
Net cash used in operating activities | (4,902) | (10,451) | ||
Cash flows from investing activities: | ||||
Net cash used in investing activities – discontinued operations | (166) | (214) | ||
Purchases of property and equipment | (18) | (22) | ||
Net cash used in investing activities | (184) | 1,793 | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 4,221 | 9,106 | ||
Net cash provided by financing activities | 3,679 | 8,326 | ||
NET INCREASE IN CASH | (1,407) | (332) | ||
Cash - beginning of period | 3,730 | 8,648 | ||
Cash - end of period | 2,323 | $ 8,316 | 2,323 | $ 8,316 |
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 11 | |||
Cash paid for income taxes | ||||
Previously Reported [Member] | ||||
Cash flows from operating activities: | ||||
Net loss attributable to controlling interest | (4,065) | (7,613) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 617 | |||
Shares of common stock issued for services rendered | 200 | |||
Share-based compensation – stock - employees | 1,900 | |||
Change in value of derivative liabilities | ||||
(Income) loss from discontinued operations | 1,166 | |||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,401 | |||
Inventory | (147) | |||
Prepaid expenses | 13 | |||
Other current assets | 35 | |||
Accounts payable | (1,134) | |||
Accrued liabilities | (226) | |||
Net cash used in operating activities of continuing operations | (3,788) | |||
Net cash used in discontinued operations | (1,114) | |||
Net cash used in operating activities | (4,902) | |||
Cash flows from investing activities: | ||||
Net cash used in investing activities – discontinued operations | (166) | |||
Purchases of property and equipment | (18) | |||
Net cash used in investing activities | (184) | |||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 4,221 | |||
Purchase of treasury shares from employees | (42) | |||
Repayments of debt | (500) | |||
Net cash provided by financing activities | 3,679 | |||
NET INCREASE IN CASH | (1,407) | |||
Cash - beginning of period | 3,730 | |||
Cash - end of period | 2,323 | 2,323 | ||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 11 | |||
Cash paid for income taxes | ||||
Restatement Adjustment [Member] | ||||
Cash flows from operating activities: | ||||
Net loss attributable to controlling interest | 715 | 1,036 | ||
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 | ||||
Change in value of derivative liabilities | (1,036) | |||
(Income) loss from discontinued operations | ||||
Changes in assets and liabilities: | ||||
Accounts receivable | ||||
Inventory | ||||
Prepaid expenses | ||||
Other current 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: | ||||
Net cash used in investing activities – discontinued operations | ||||
Purchases of property and equipment | ||||
Net cash 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 | ||||
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 |
Restatements (Details Textual)
Restatements (Details Textual) $ in Thousands | 1 Months Ended |
Mar. 31, 2017USD ($) | |
Restatements (Textual) | |
Reduction additional paid-in-capital | $ 4,180 |
Current derivative liability | 3,351 |
Accumulated deficit | $ 829 |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended |
Sep. 30, 2018shares | |
Employees [Member] | |
Subsequent Events (Textual) | |
Common stock issued to stock awards granted | 11 |
2013 Incentive Stock Plan [Member] | |
Subsequent Events (Textual) | |
Acquired shares of common stock | 4 |