Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 03, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Adomani, Inc. | |
Entity Central Index Key | 0001563568 | |
Trading Symbol | ADOM | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 73,596,960 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Ex Transition Period | true | |
Entity File Number | 001-38078 | |
Entity Tax Identification Number | 46-0774222 | |
Entity Address, Address Line One | 4740 Green River Road | |
Entity Address, Address Line Two | Suite 106 | |
Entity Address, City or Town | Corona | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92880 | |
City Area Code | 951 | |
Local Phone Number | 407-9860 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.00001 per share | |
Entity Incorporation, State or Country Code | DE | |
Security Exchange Name | NONE |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 883,949 | $ 4,432,000 |
Marketable securities | 2,771,000 | |
Accounts receivable | 8,500 | 661,352 |
Notes receivable, net | 40,000 | |
Inventory, net | 431,470 | 494,158 |
Prepaid expenses | 945,000 | 1,197,000 |
Other current assets | 81,000 | 41,000 |
Total current assets | 2,350,000 | 9,636,000 |
Property and equipment, net | 122,298 | 111,843 |
Other non-current assets | 783,000 | 569,000 |
Total assets | 3,255,000 | 10,317,000 |
Current liabilities: | ||
Accounts payable | 610,000 | 418,000 |
Accrued liabilities | 732,000 | 649,000 |
Notes payable, net | 115,000 | |
Line of credit | 5,820,000 | |
Total current liabilities | 1,457,000 | 6,887,000 |
Long-term liabilities | ||
Notes payable, net | 297,000 | |
Other non-current liabilities | 305,000 | 148,000 |
Total liabilities | 2,059,000 | 7,035,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, 5,000,000 authorized $0.00001 par value, none issued and outstanding as of June 30, 2020 and December 31, 2019 | ||
Common stock, 350,000,000 authorized $0.00001 par value, 73,508,069 and 73,125,538 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 1,000 | 1,000 |
Additional paid-in capital | 62,746,000 | 62,459,000 |
Accumulated deficit | (61,551,000) | (59,178,000) |
Total stockholders' equity | 1,196,000 | 3,282,000 |
Total liabilities and stockholders' equity | $ 3,255,000 | $ 10,317,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares issued (in shares) | 73,508,069 | 73,125,538 |
Common stock, shares outstanding (in shares) | 73,508,069 | 73,125,538 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Sales | $ 130 | $ 4,388 | $ 413 | $ 4,808 |
Cost of sales | 83 | 4,063 | 163 | 4,454 |
Gross profit | 47 | 325 | 250 | 354 |
Operating expenses | ||||
General and administrative | 1,102 | 1,461 | 2,532 | 2,858 |
Consulting | 58 | 77 | 102 | 154 |
Research and development | 103 | 148 | ||
Total operating expenses, net | 1,160 | 1,641 | 2,634 | 3,160 |
Loss from operations | (1,113) | (1,316) | (2,384) | (2,806) |
Other income: | ||||
Interest income, net | 7 | 2 | 15 | 28 |
Other income (expense) | 1 | 20 | (4) | 35 |
Total other income | 8 | 22 | 11 | 63 |
Loss before income taxes | (1,105) | (1,294) | (2,373) | (2,743) |
Net loss | $ (1,105) | $ (1,294) | $ (2,373) | $ (2,743) |
Net loss per share to common stockholders: | ||||
Basic and diluted | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.04) |
Weighted shares used in the computation of net loss per share: | ||||
Basic and diluted | 73,387,815 | 72,860,560 | 73,289,623 | 72,829,372 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2018 | $ 7,604 | $ 1 | $ 61,628 | $ (54,025) |
Balance (in shares) at Dec. 31, 2018 | 72,732,292 | |||
Common stock issued for services | 10 | 10 | ||
Common stock issued for services (in shares) | 30,161 | |||
Stock based compensation | 253 | 253 | ||
Common stock issued for stock options exercised | 7 | 7 | ||
Common stock issued for stock options exercised (in shares) | 71,084 | |||
Net loss | (1,449) | (1,449) | ||
Balance at Mar. 31, 2019 | 6,425 | $ 1 | 61,898 | (55,474) |
Balance (in shares) at Mar. 31, 2019 | 72,833,537 | |||
Balance at Dec. 31, 2018 | 7,604 | $ 1 | 61,628 | (54,025) |
Balance (in shares) at Dec. 31, 2018 | 72,732,292 | |||
Net loss | (2,743) | |||
Balance at Jun. 30, 2019 | 5,421 | $ 1 | 62,188 | (56,768) |
Balance (in shares) at Jun. 30, 2019 | 72,876,186 | |||
Balance at Mar. 31, 2019 | 6,425 | $ 1 | 61,898 | (55,474) |
Balance (in shares) at Mar. 31, 2019 | 72,833,537 | |||
Common stock issued for services | 15 | 15 | ||
Common stock issued for services (in shares) | 42,649 | |||
Stock based compensation | 275 | 275 | ||
Net loss | (1,294) | (1,294) | ||
Balance at Jun. 30, 2019 | 5,421 | $ 1 | 62,188 | (56,768) |
Balance (in shares) at Jun. 30, 2019 | 72,876,186 | |||
Common stock issued for services | 15 | 15 | ||
Common stock issued for services (in shares) | 107,854 | |||
Stock based compensation | 202 | 202 | ||
Net loss | (1,218) | (1,218) | ||
Balance at Sep. 30, 2019 | 4,420 | $ 1 | 62,405 | (57,986) |
Balance (in shares) at Sep. 30, 2019 | 72,984,040 | |||
Common stock issued for services | 15 | 15 | ||
Common stock issued for services (in shares) | 141,498 | |||
Stock based compensation | 39 | 39 | ||
Net loss | (1,192) | (1,192) | ||
Balance at Dec. 31, 2019 | 3,282 | $ 1 | 62,459 | (59,178) |
Balance (in shares) at Dec. 31, 2019 | 73,125,538 | |||
Common stock issued for services | 15 | 15 | ||
Common stock issued for services (in shares) | 104,824 | |||
Stock based compensation | 200 | 200 | ||
Net loss | (1,268) | (1,268) | ||
Balance at Mar. 31, 2020 | 2,229 | $ 1 | 62,674 | (60,446) |
Balance (in shares) at Mar. 31, 2020 | 73,230,362 | |||
Balance at Dec. 31, 2019 | 3,282 | $ 1 | 62,459 | (59,178) |
Balance (in shares) at Dec. 31, 2019 | 73,125,538 | |||
Net loss | (2,373) | |||
Balance at Jun. 30, 2020 | 1,196 | $ 1 | 62,746 | (61,551) |
Balance (in shares) at Jun. 30, 2020 | 73,508,069 | |||
Balance at Mar. 31, 2020 | 2,229 | $ 1 | 62,674 | (60,446) |
Balance (in shares) at Mar. 31, 2020 | 73,230,362 | |||
Common stock issued for services | 26 | 26 | ||
Common stock issued for services (in shares) | 277,707 | |||
Stock based compensation | 46 | 46 | ||
Net loss | (1,105) | (1,105) | ||
Balance at Jun. 30, 2020 | $ 1,196 | $ 1 | $ 62,746 | $ (61,551) |
Balance (in shares) at Jun. 30, 2020 | 73,508,069 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (2,373) | $ (2,743) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 24 | 23 | |
Stock based compensation expense | 246 | 528 | |
Common stock issued for services | 41 | 25 | |
Provision for bad debt | 100 | ||
Changes in assets and liabilities: | |||
Accounts receivable | 653 | (1,670) | |
Notes receivable | (12) | ||
Inventory | 63 | ||
Prepaid expenses | 252 | ||
Other current assets | (41) | (587) | |
Other non-current assets | (283) | 35 | |
Accounts payable | 191 | 2,124 | |
Accrued liabilities | 85 | (114) | |
Other non-current liabilities | 156 | (35) | |
Net cash used in operating activities | (898) | (2,414) | |
Cash flows from investing activities: | |||
Purchase of property and equipment, net | (11) | (11) | |
Investment in note receivable, net | (38) | ||
Net sales (purchases) of marketable securities | 2,770 | (1,106) | |
Net cash provided by (used in) investing activities | 2,759 | (1,155) | |
Cash flows from financing activities: | |||
Advances on line of credit | 150 | 3,400 | |
Principal repayments on line of credit | (5,970) | (800) | |
Proceeds from SBA loans | 411 | ||
Proceeds from exercise of stock options | 7 | ||
Net cash provided by (used in) financing activities | (5,409) | 2,607 | |
Net change in cash and cash equivalents | (3,548) | (962) | |
Cash and cash equivalents at the beginning of the period | 4,432 | 3,759 | $ 3,759 |
Cash and cash equivalents at the end of the period | 884 | 2,797 | $ 4,432 |
Supplemental cash flow disclosures: | |||
Cash paid for interest expense | 32 | 51 | |
Non-cash transactions: | |||
Assets received offsetting notes receivable | $ 22 | ||
Equipment transferred against note receivable | $ 7 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations ADOMANI, Inc. (“we”, “us”, “our” or the “Company”) is a provider of new purpose-built zero-emission electric vehicles focused on total cost of ownership. We are also a provider of advanced zero-emission electric drivetrain systems for integration in new buses and medium to heavy-duty commercial fleet vehicles. The Company also provides re-power conversion kits to replace conventional drivetrain systems for combustion powered vehicles with zero-emission electric drivetrain systems. The Company’s vehicles and drivetrain systems are designed to help fleet operators unlock the benefits of green technology and address the challenges of local, state and federal regulatory compliance and traditional-fuel price cost instability. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation —The consolidated financial statements and related disclosures as of June 30, 2020 and for the fiscal periods ended June 30, 2020 and 2019 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with our audited financial statements for the years ended December 31, 2019 and 2018 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The results of operations for the fiscal period ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year. Going Concern— As of June 30, 2020, we had cash and cash equivalents of $883,949. We do not believe that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operations during the next eighteen months unless we are able to resolve the California Air Resources Board’s Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (“HVIP”) funding issues created by the HVIP staff in the near-term or we are able to mitigate the impact of certain anti-dilution and other rights contained in our outstanding warrants that have, to date, restricted our ability to raise additional debt or equity capital on terms that are acceptable to us. Such determination that our present capital resources will likely not be sufficient to fund our planned operations for the eighteen months following the date of this Quarterly Report raises substantial doubt about our ability to continue as a going concern. In the event we are unable to resolve the HVIP funding issues in the near-term and successfully execute our business plan, we will likely need additional capital to continue our operations and support the increased working capital requirements associated with the fulfillment of purchase orders. The sale of additional equity securities in the future could result in additional dilution to our stockholders and those securities may have rights senior to those of our common stock. In particular, the warrants issued and sold in our January 2018 public offering include anti-dilution rights, which provide that if, at any time the warrants are outstanding, we issue or are deemed to have issued any shares of common stock or securities that are convertible into or exchangeable for shares of common stock (except for certain exempt issuances, including the issuance of certain stock options, shares of common stock upon the exercise of securities outstanding prior to January 2018 and securities issued in connection with certain acquisitions or strategic transactions) for consideration less than the then current exercise price of the warrants, which is currently $4.50 per share and subject to adjustment pursuant to the terms thereof, the exercise price of such warrants is automatically reduced to the price per share of such new issuance. Further, simultaneously with any adjustment to the exercise price of such warrants, the number of shares of common stock that may be purchased upon exercise of such warrants will be increased or decreased proportionately, such that after such adjustment the aggregate exercise price payable thereunder for the adjusted number of shares of common stock underlying such warrants will be the same as the aggregate exercise price in effect immediately prior to such adjustment. To the extent that we issue or are or deemed to have issued securities for consideration that is substantially less than the exercise price of the warrants issued in our January 2018 public offering, holders of our common stock will experience dilution, which may be substantial and which could lower the market price of our securities. Further, the potential application of such anti-dilution rights has, to date, restricted our ability to obtain additional financing on terms that are acceptable to us. In the event that we are unable to mitigate the impact of such anti-dilution rights and raise additional capital to finance our operations and continue to support our growth initiatives, we may not be able to continue as a going concern and may be forced to curtail all of our activities and, ultimately, cease our operations. Principles of Consolidation —The accompanying financial statements reflect the consolidation of the individual financial statements of ADOMANI, Inc., ADOMANI California, Inc., Adomani (Nantong) Automotive Technology Co. Ltd., ADOMANI ZEV Sales, Inc., formerly known as School Bus Sales of California, Inc., Zero Emission Truck and Bus Sales of Arizona, Inc., and ZEV Resources, Inc. All significant intercompany accounts and transactions have been eliminated. Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments —The carrying values of our financial instruments, including cash, notes receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Revenue Recognition — The Company recognizes revenue from the sales of zero-emission electric vehicles; from the sales of zero-emission electric drivetrain systems for fleet vehicles; and from contracting to provide related engineering and, effective February 2020, vehicle maintenance and inspection services. The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying ASC Topic 606, the Company is required to: (1) Identify any contracts with customers. (2) Determine if multiple performance obligations exist. (3) Determine the transaction price. (4) Allocate the transaction price to the respective obligation; and, (5) Recognize the revenue as the obligation is satisfied. As part of the termination agreement with Blue Bird, the Company is to be paid $5,000 for each electric drivetrain Blue Bird ordered from Cummins Corporation during the period of June 1, 2019 through September 30, 2019. This agreement is a single performance obligation with the Company recognizing revenue upon notification from Blue Bird that delivery has been made to its customer. The final customer delivery by Blue Bird was made in April, 2020; thus, no additional revenue will be recorded by ADOMANI related to the termination agreement. Product revenue also includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation with revenue recognition occurring at the time title transfers. Transfer of title occurs when the customer has accepted the van and signed the appropriate documentation acknowledging receipt. The Company is the recipient of a purchase order issued from GerWeiss EV USA LLC (“GerWeiss”) to produce all-electric tricycles (“e-trikes”), or all-electric light weight commercial vehicles. The Company has agreed to provide deposits to GerWeiss to fund the procurement of the supplies and assembly of the tricycles. The purchase order represents a single performance obligation with the Company recognizing revenue upon notification that the assembled units have been completed by GerWeiss. Upon the recording of revenue, the corresponding deposits are recorded as cost of goods sold. Other revenue includes, effective February 2020, performing basic vehicle maintenance and detailing, as well as safety inspections for compliance with United States Department of Transportation guidelines. These sales represent a single performance obligation with revenue recognition occurring at the time services are invoiced. Cash and Cash Equivalents — The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. Marketable Securities —The Company invests in short-term, highly liquid, marketable securities, such as U.S. Treasury notes, U.S. Treasury bonds, and other government-backed securities. The Company classifies these marketable securities as held-to-maturity, as the intent is not to liquidate them prior to the respective stated maturity date. Accounts Receivable and Allowance for Doubtful Accounts —The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $8,500 and $661,352 as of June 30, 2020 and December 31, 2019, respectively. Because the trade accounts receivable balance as of June 30, 2020 is immaterial, and because all but $15,000 of the trade accounts receivable balance as of December 31, 2019, respectively, related to two California government agencies, and was paid to ADOMANI during the three months ended June 30, 2020, no allowance has been recorded relative to the trade accounts receivable balance as of June 30, 2020 and December 31, 2019, respectively. Notes Receivables — The Company also had notes receivable of $823,848 and $834,491 as of June 30, 2020 and December 31, 2019, respectively. The Company provided an allowance for notes receivable of $571,000 and $471,000 as of June 30, 2020 and December 31, 2019, respectively (see Note 4 below). Inventory and Inventory Valuation Allowance — The Company records inventory at the lower of cost or market, and uses a First In, First Out (“FIFO”) accounting valuation methodology. The Company had inventory on hand of $431,470 and $494,158 as of June 30, 2020 and December 31, 2019, respectively. The Company provided no inventory allowance as of June 30, 2020 and December 31, 2019, respectively. Inventory Deposits― The Company records all inventory deposits as prepaid assets. Upon completion of production, and acceptance by the Company, deposits are reclassified to either inventory or cost of goods, depending on whether a sale of the product has occurred. The Company had inventory deposits of $801,204 and $935,204 as of June 30, 2020 and December 31, 2019, respectively Net Loss Per Share —Basic net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities. As of June 30, 2020, the Company had 13,904,436 and 7,556,323 stock options and stock warrants outstanding, respectively Concentration of Credit Risk —The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation. Impairment of Long-Lived Assets —Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of June 30, 2020 and December 31, 2019, respectively. Research and Development —Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. Research and development costs were $0 and $147,656 for the six months ended June 30, 2020 and 2019, respectively Stock-Based Compensation —The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, “Compensation-Stock Compensation”, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. Property and Equipment — Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five years, except leasehold improvements, which are being amortized over the life of the lease term. Property and equipment qualify for capitalization if the purchase price exceeds $2,000. Major repairs and replacements, which extend the useful lives of equipment, are capitalized and depreciated over the estimated useful lives of the property. All other maintenance and repairs are expensed as incurred. Leases —The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. Recent Accounting Pronouncements — Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a significant impact on the Company’s financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 3. Property and Equipment, Net On February 3, 2020, the Company purchased substantially all of the assets of Ebus, Inc. (“Ebus”) at a foreclosure sale via a credit bid (see Note 4). In March 2020, the Company obtained possession of certain of these assets, with an estimated fair-market value of approximately $22,440. These assets have been recorded as “Machinery & equipment” on the schedule below. Components of property and equipment, net, consist of the following as of June 30, 2020 and December 31, 2019: June 30 December 31, 2020 2019 Furniture and fixtures $ 41,799 $ 41,799 Leasehold improvements 35,042 23,338 Computers 59,668 59,667 Machinery & equipment 22,440 — Vehicles 72,299 72,299 Test/Demo vehicles 15,784 15,784 Total property and equipment $ 247,032 $ 212,887 Less accumulated depreciation (124,734 ) (101,044 ) Net property and equipment $ 122,298 $ 111,843 Depreciation expense was $12,174 and $11,678 for the three months ended June 30, 2020 and 2019, respectively, and $23,690 and $23,354 for the six months ended June 30, 2020 and 2019, respectively. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Notes Receivable | 4. Notes Receivable On February 3, 2020, the Company acquired substantially all of the assets of Ebus in a foreclosure sale through a credit bid in the amount of $582,000, representing the amount then owed by Ebus to the Company on its note receivable. Following the Company’s successful credit bid at the foreclosure sale, Ebus’s obligations under the note were extinguished and the Company was entitled to take possession of substantially all of the assets of Ebus. In March 2020, the Company obtained possession of certain of the assets with an estimated fair market value of approximately $22,440 (see Note 3). However, the Company has not been able to take possession of the rest of the assets. On April 13, 2020, the Company commenced an action in Los Angeles Superior Court against Ebus and certain of its insiders and affiliates seeking to recover the remainder of the assets and related damages (see Note 10). On April 13, 2020, the Company commenced an action in Los Angeles Superior Court against Ebus and certain of its insiders and affiliates seeking to recover the remainder of the assets and related damages (see Note 10). In June 2020, the Company recorded an additional $100,000 allowance as bad debt expense against the amount receivable based on a revised assessment of recoverability from the assets obtained. The Company continues to evaluate several paths to obtaining the remaining assets that were purchased from Ebus at the foreclosure sale. The Company loaned $200,000 pursuant to a secured promissory note to an unaffiliated third party in the energy storage technology industry in September 2018. The stated interest rate under the note is 9% per annum and any unpaid interest will become part of the principal balance after one year and will compound accordingly. The amount outstanding under the note will automatically convert into preferred stock of the borrower in connection with a financing that results in aggregate gross proceeds to the borrower of at least $500,000. Additionally, the Company may optionally convert into preferred stock of the borrower any or all of the amount outstanding under the note at any time. The note is secured by substantially all of the assets of the borrower and is scheduled to mature on December 31, 2020 unless conversion of the note occurs prior to that date. In May 2019, the Company loaned an additional $38,000 pursuant to a secured promissory note to the same unaffiliated third party. The note carries the same terms and conditions as the initial note, but is scheduled to mature on March 31, 2020. The total unpaid principal and accrued interest, as of December 31, 2019, was $39,995. During September through December 2019, accrued interest totaling $23,496 on the original $200,000 note, that had accrued between September 2018 and December 2019, was reclassified to principal. In December 2019, the Company recorded a $100,000 allowance as bad debt expense against the original $200,000 note based on a preliminary assessment of collectability. Although the original note matures on December 31, 2020, due to the uncertain timing of collection, the principal and unpaid interest of $223,496 remain classified as a non-current asset on the consolidated balance sheet as of December 31, 2019. The additional $38,000, which was scheduled to mature on March 31, 2020, was unpaid as of that date. The Company originally agreed to provide the third party until June 30, 2020 for the note to be repaid, as the third party had contracted financing to be funded by that date, which would, in part, be used to repay the note. However, while a term sheet between the third party and their lender was signed prior to June 30, 2020, the third party revealed to the Company that loan funding will not occur until sometime in Q3 2020 and, as such, repayment of the note will occur at that time. Between March 31, 2020 and the date of repayment of the note, interest will accrue at the stated rate of 9% plus the default rate of 4%, as prescribed in the note. Though the Company feels comfortable that the principal and accrued, but unpaid, interest will be repaid during Q3 2020, as a conservative measure, existing amounts have been reclassified as a non-current asset, and no additional allowance has been recorded. The total principal and unpaid interest of both of these notes was $275,988 and $263,491 as of June 30, 2020 and December 31, 2019, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt As of December 31, 2019, the principal amount outstanding under the Morgan Stanley line of credit was approximately $5.8 million, and the undrawn borrowing availability was $820,948. On February 3, 2020, the Company sold marketable securities and paid off the balance, including accrued interest, of the line of credit. On May 6, 2020, the Company received $261,244 in loan funding from the Paycheck Protection Program (the “PPP”) established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan (the “PPP Loan”) is evidenced by a promissory note of the Company, dated May 3, 2020 (the “Note”) in the principal amount of $261,244 with Wells Fargo Bank, N.A. (the “Bank”), the lender. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks, or, if elected by the Company, twenty-four weeks, in either case, as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week or twenty-four week period, as applicable. Under the terms of the Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the Note is two years, though it may be payable sooner in connection with an event of default under the Note. To the extent the loan amount is not forgiven under the PPP, the Company will be obligated to make equal monthly payments of principal and interest beginning on November 1, 2020 through the maturity date of May 3, 2022. The Company intends to file its forgiveness application during August 2020, and it is the Company’s belief that, at that time, they will have satisfied all requirements for full forgiveness of the loan. The Company anticipates the net amount forgiven will be $251,244, which is the principal amount of $261,244, less $10,000 that was advanced as part of the Company’s application for the EIDL loan (see below). Any EIDL advance must be repaid as part of the PPP loan forgiveness process. As of June 30, 2020, the principal and accrued interest on this note is $261,680, of which $115,331 and $146,349 is reflected on the consolidated unaudited balance sheets as current and long-term liabilities, respectively. On May 20, 2020, the Company received $150,000 in loan funding from the U.S. SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the recently enacted CARES Act. The EIDL is evidenced by a promissory note, dated May 17, 2020 (the “Note”) in the original principal amount of $150,000 with the SBA, the lender. Under the terms of the Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the Note is thirty years, though it may be payable sooner upon an event of default under the Note. Under the Note, the Company will be obligated to make equal monthly payments of principal and interest beginning on May 17, 2021 through the maturity date of May 17, 2051. The Note may be prepaid in part or in full, at any time, without penalty. As of June 30, 2020, the principal and accrued interest on this note is $150,939, of which $0 and $150,939 is reflected on the consolidated unaudited balance sheets as current and long-term liabilities, respectively. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock Effective January 1, 2020, the Company renewed its agreement with a consultant to provide sales and marketing expertise. The consultant is to be paid $8,200 per month, consisting of $3,200 in cash and $5,000 of common stock. The number of shares of common stock to be issued is determined by the Company’s closing stock price on the last market day of the respective preceding month. For the six months ended June 30, 2020 and 2019, the Company issued 266,420 and 72,810 shares of common stock to the consultant, respectively. As of June 30, 2020, the Company has issued a total of 588,582 shares of common stock to the consultant. On July 1, 2020 and August 1, 2020, the Company issued 21,844 and 19,739 shares of common stock to the consultant, respectively, and, as of August 1, 2020, the Company has issued a total of 630,165 shares of common stock to the consultant (see Note 12). Effective March 31, 2020, the Company hired a consultant with expertise in the public funding process for the State of California. The consultant is to be paid $5,000 per month in common stock, and is entitled to a $9,000 bonus should the Company receive public funding appropriate to it completing $2 million in transactions as of June 30, 2020. The number of shares of common stock to be issued is determined by the Company’s closing stock price on the last market day of the respective preceding month. Additionally, the consultant is entitled to 1% of the non-publicly funded portion of transactions completed during the term of the agreement and for the six months following. The agreement expired on June 30, 2020. On July 1, 2020, the Company issued 21,844 shares of common stock, and, as of that date, the Company has issued a total of 129,677 shares of common stock to the consultant. Effective May 21, 2020, the Company hired a consultant with expertise in marketing and public relations strategy. The consultant is to be paid $2,500 per month in common stock. The number of shares of common stock to be issued is determined by the average of the Company’s closing stock price for respective preceding month. For the six months ended June 30, 2020 and 2019, the Company issued 8,278 and 0 shares of common stock to the consultant, respectively. As of June 30, 2020, the Company has issued a total of 8,278 shares of common stock to the consultant. On July 1, 2020 and August 1, 2020, the Company issued 16,743, and 8,721 shares of common stock to the consultant, respectively and, as of August 1, 2020, the Company has issued a total of 33,742 shares of common stock to the consultant (see Note 12). |
Stock Warrants
Stock Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
Stock Warrants | 7. Stock Warrants As of June 30, 2020, the Company has issued warrants to purchase an aggregate of 7,556,323 shares of common stock. The Company’s warrant activity for the six months ended June 30, 2020 is summarized as follows: Weighted Weighted Average Average Number of Exercise Remaining Shares Price Contractual Life (years) Outstanding at December 31, 2019 7,556,323 $ 4.45 2.8 Granted — $ — Forfeited — — Outstanding at June 30, 2020 7,556,323 $ 4.45 2.3 Exercisable at June 30, 2020 7,556,323 $ 4.45 2.3 As of June 30, 2020, the outstanding warrants have no intrinsic value. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Effective January 2, 2020, the Company entered into consulting agreement with Suneel Sawant On March 6, 2018, Edward R. Monfort ceased serving as the Company’s Chief Technology Officer. Upon Mr. Monfort’s separation from service, the Company’s board of directors suspended Mr. Monfort’s outstanding options. Although such options remained outstanding, they were unexercisable as of December 31, 2019. As of December 31, 2019, outstanding options to purchase an aggregate of 14,297,902 shares of common stock were attributable to Mr. Monfort. Effective as of January 29, 2020, all such options were cancelled by the Company in connection with the settlement of Mr. Monfort’s claims against the Company. In May 2020, the Company’s board of directors granted to certain employees and directors options to purchase an aggregate of 2,235,000 shares of common stock pursuant to the Company’s 2017 Equity Incentive Plan. The options are for a contractual term of 10 years, vest over a three-year period, with one-third of the options vesting on the one-year anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to a grantee’s continuous service to the Company through each such vesting date. The exercise price for these options is $0.12 per share. The options were valued using the Black-Scholes option-pricing model, resulting in a fair market value of $204,933. The assumptions used in the valuation included an expected term of 5.75 years, volatility of 147.50% and a risk-free interest rate of 0.50%. Stock option activity for the six months ended June 30, 2020 is as follows: Weighted Weighted Average Average Remaining Number of Shares Exercise Price Contractual Life (years) Outstanding at December 31, 2019 25,617,338 $ 0.16 1.9 Granted 4,235,000 $ 0.42 Exercised — $ — Canceled/Forfeited (15,947,902 ) $ 0.14 Outstanding at June 30, 2020 13,904,436 $ 0.26 3.6 Exercisable at June 30, 2020 10,935,545 $ 0.27 2.0 Stock-based compensation expense was $46,093 and $274,646 for the three months ended June 30, 2020 and 2019 respectively, and $246,433 and $527,542 for the six months ended June 30, 2020 and 2020, respectively, and is included in general and administrative expense in the accompanying unaudited consolidated statements of operations. As of June 30, 2020, the Company expects to recognize approximately $373,412 of stock-based compensation expense for the non-vested portion of outstanding options over a weighted-average period of 2.2 years. As of June 30, 2020, outstanding options have an intrinsic value of $1.3 million. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 9. Commitments Operating Leases In January 2020, the Company renewed its lease for office space in Los Altos, California, which serves as office space for its Northern California operations. This lease expires December 31, 2020, and the total amount due under the renewal is $6,432 In February 2017, the Company signed a lease for storage space in Stockton, California to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease is on a month-to-month basis and can be terminated by either party with 30-days’ notice. The total amount due monthly is $1,000. In October 2017, the Company signed a non-cancellable lease for its corporate office space in Corona, California, to serve as its corporate headquarters. The lease is for a period of 65 months, terminating February 28, 2023. The base rent for the term of the lease is $568,912. The total amount due monthly is $7,600 at commencement and will escalate to $10,560 by its conclusion. Additionally, the lease includes five months in which no rent payment is due. In December 2019, the Company signed a lease for warehouse space in Corona, California. The facility will be used to conduct research and development activity, stage materials, assemble and/or manufacture vehicles, perform pre-delivery inspections, test demo vehicles, and securely store vehicles, equipment, parts and finished vehicle inventories. The lease is for a period of 36 months, commencing on January 1, 2020, and terminating on December 31, 2022. The base rent for the term of the lease is $495,720, with $265 due per month for fire sprinkler alarm monitoring and landscape maintenance. The base rent amount due monthly is $13,108 at commencement and will escalate to $13,906 by its conclusion. On February 4, 2020, the Company signed a sublease agreement with Masters Transportation, Inc. (“Masters”) for Masters to occupy a portion of the Corona, California, facility that the Company occupied effective January 1, 2020 (see above). The effective date of the Masters’ sublease is February 1, 2020, and it expires when the Company’s lease on the Corona, California facility expires on December 31, 2022. Under the sublease, Masters is obligated to pay the Company monthly rent payments in an amount equal to $6,000 at commencement and thereafter escalating to $6,365 by its conclusion. Other Agreements In November 2019, the Company renewed its agreement with THINKP3 to provide services with the goal of securing federal grant assistance for development of the Company’s zero-emission and hybrid transportation solutions for school bus, commercial, government and utility fleets. The agreement expires on November 30, 2020. Fees for these services are $8,000 per month. Due to the COVID-19 pandemic, effective March 1, 2020, it was mutually agreed that the fee for services would be reduced to $4,000 per month until both parties agree it should be restored. The contract can be terminated by either party with 30-days’ advance notice. Effective September 16, 2019, the Company renewed its employment agreement with James L. Reynolds, its Chief Executive Officer. The term of the renewed employment agreement is five years, with an annual base salary of $294,000. The agreement includes an annual car allowance of $18,000. In June 2019, the Company entered into an agreement with Renmark Financial Communications USA, Inc. to provide investor relations services. Fees for these services are $6,500 per month. Due to the COVID-19 pandemic, effective March 1, 2020, it was mutually agreed that the fee for services would be reduced to $3,250 per month through July 2020. Effective January 1, 2017, the Company entered into an employment agreement with Michael Menerey, its Chief Financial Officer. The term of the employment agreement is five years and the agreement provides for an annual base salary of $200,000. Effective January 1, 2020, Mr. Menerey’s annual base salary was increased to $215,000. The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of June 30, 2020: Payments due by period Total Less than one year 1 - 3 years 4 - 5 years More than 5 years Operating lease obligations $ 563,658 $ 212,994 $ 350,664 $ — $ — Employment contracts 1,622,500 527,000 731,500 364,000 — Total $ 2,186,158 $ 739,994 $ 1,082,164 $ 364,000 $ — |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 10. Contingencies On August 23, 2018, a purported class action lawsuit captioned M.D. Ariful Mollik v. ADOMANI, Inc. et al. On October 25, 2019, we answered the third amended complaint, generally denying the allegations and asserting affirmative defenses. On November 5, 2019, Network 1 and Boustead Securities (together the “Underwriters”) filed a cross-complaint against the Company seeking indemnification under the terms of the underwriting agreement the Company and the Underwriters entered for the Company’s initial public offering (the “Underwriting Agreement”). On December 10, 2019, the Company filed its answer to the Underwriters’ cross-complaint, generally denying the allegations and asserting affirmative defenses. Also on this date, the Company filed a cross-complaint against the Underwriters seeking indemnification under the terms of the Underwriting Agreement. On January 14, 2020, Mr. Monfort filed a cross-complaint against the Underwriters seeking indemnification under the terms of the Underwriting Agreement. On January 15, 2020, Mr. Monfort filed a cross-complaint against the Company seeking indemnification under the terms of the Company’s Amended and Restated Bylaws and Section 145 of the Delaware General Corporation Law. On February 18, 2020 we filed an answer to Mr. Monfort’s cross-complaint, generally denying the allegations and asserting affirmative defenses. On April 6, 2020, the Company Defendants, Mr. Monfort, and Plaintiff Electric Drivetrains engaged in mediation. The Underwriters declined to participate in the mediation. The mediation did not result in settlement. On April 16, 2020, Electric Drivetrains requested that defendants stipulate to Electric Drivetrains’ filing a fourth amended complaint. Defendants declined to stipulate to the fourth amended complaint, leading Electric Drivetrains to file a motion to amend the complaint. A hearing on this motion and a status conference are set for August 12, 2020. We believe that the purported class action lawsuit is without merit and intend to vigorously defend the action. On June 19, 2019, Alan K. Brooks, an ADOMANI investor, filed a complaint, captioned Alan K. Brooks v. ADOMANI, Inc., et al. Mollik v. ADOMANI, et al. On April 13, 2020, the Company filed a complaint against Ebus, Inc., Anders B. Eklov and Carol J. Eklov, Case No. 20ST-CV14275, in the Superior Court of California for the County of Los Angeles seeking to recover the remainder of the assets acquired by the Company through a credit bid in the amount of $582,000 at a foreclosure sale initiated by the Company following Ebus’s default in its obligations to the Company under a related promissory note. The complaint, among other things, seeks possession of the remainder of the assets and alleges that Ebus and the other defendants improperly converted or used certain of the assets. The Company continues to vigorously pursue such action and continues to evaluate several paths to obtaining the remaining assets that were purchased from Ebus at the foreclosure sale. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 11. Leases As of June 30, 2020, the Company is a party to four operating leases. All of these leases are office or warehouse leases. As disclosed in Note 2, the Company accounts for leases as required by ASC Topic 842. The Company has elected to apply the short-term lease exception to all leases of one year or less. As of June 30, 2020, this exception applies to the Stockton, California lease, which is month-to-month, and the Los Altos, California lease, which is for a term of one year. In applying the guidance in ASC 842, the Company has determined that all current leases should be classified as operating leases. During the six months ended June 30, 2020, the Company entered into an operating lease for warehouse space in Corona, California (see Note 9). As required by ASC 842, in conjunction with this lease, the Company recognized an operating liability of $382,742 with a corresponding Right-Of-Use (“ROU”) asset of the same amounts based on the present value of the minimum rental payments of such leases. The discount rate used for this lease is the Company’s estimated borrowing rate of 14%. The ROU asset had a balance of $502,224 and $218,504 as of June 30, 2020 and December 31, 2019, respectively, which is included in other non-current assets in the consolidated balance sheets. Current liabilities relating to the ROU asset were $198,076 and $70,492 as of June 30, 2020 and December 31, 2019, respectively, and non-current liabilities relating to the ROU asset were $304,148 and $148,012 as of June 30, 2020 and December 31, 2019, respectively, and are included in accrued liabilities and other non-current liabilities in the unaudited consolidated balance sheets. Cash paid for amounts included in operating lease liabilities was $107,560 and $46,184 for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, the Company’s operating leases had a weighted-average remaining lease term of 2.5 years. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On July 1, 2020 and August 1, 2020, the Company issued a total of 88,891 shares of its common stock to consultants engaged by the Company as partial consideration for such consultant’s services (see Note 6). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The consolidated financial statements and related disclosures as of June 30, 2020 and for the fiscal periods ended June 30, 2020 and 2019 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with our audited financial statements for the years ended December 31, 2019 and 2018 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The results of operations for the fiscal period ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year. |
Going Concern | Going Concern— As of June 30, 2020, we had cash and cash equivalents of $883,949. We do not believe that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operations during the next eighteen months unless we are able to resolve the California Air Resources Board’s Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (“HVIP”) funding issues created by the HVIP staff in the near-term or we are able to mitigate the impact of certain anti-dilution and other rights contained in our outstanding warrants that have, to date, restricted our ability to raise additional debt or equity capital on terms that are acceptable to us. Such determination that our present capital resources will likely not be sufficient to fund our planned operations for the eighteen months following the date of this Quarterly Report raises substantial doubt about our ability to continue as a going concern. In the event we are unable to resolve the HVIP funding issues in the near-term and successfully execute our business plan, we will likely need additional capital to continue our operations and support the increased working capital requirements associated with the fulfillment of purchase orders. The sale of additional equity securities in the future could result in additional dilution to our stockholders and those securities may have rights senior to those of our common stock. In particular, the warrants issued and sold in our January 2018 public offering include anti-dilution rights, which provide that if, at any time the warrants are outstanding, we issue or are deemed to have issued any shares of common stock or securities that are convertible into or exchangeable for shares of common stock (except for certain exempt issuances, including the issuance of certain stock options, shares of common stock upon the exercise of securities outstanding prior to January 2018 and securities issued in connection with certain acquisitions or strategic transactions) for consideration less than the then current exercise price of the warrants, which is currently $4.50 per share and subject to adjustment pursuant to the terms thereof, the exercise price of such warrants is automatically reduced to the price per share of such new issuance. Further, simultaneously with any adjustment to the exercise price of such warrants, the number of shares of common stock that may be purchased upon exercise of such warrants will be increased or decreased proportionately, such that after such adjustment the aggregate exercise price payable thereunder for the adjusted number of shares of common stock underlying such warrants will be the same as the aggregate exercise price in effect immediately prior to such adjustment. To the extent that we issue or are or deemed to have issued securities for consideration that is substantially less than the exercise price of the warrants issued in our January 2018 public offering, holders of our common stock will experience dilution, which may be substantial and which could lower the market price of our securities. Further, the potential application of such anti-dilution rights has, to date, restricted our ability to obtain additional financing on terms that are acceptable to us. In the event that we are unable to mitigate the impact of such anti-dilution rights and raise additional capital to finance our operations and continue to support our growth initiatives, we may not be able to continue as a going concern and may be forced to curtail all of our activities and, ultimately, cease our operations. |
Principles of Consolidation | Principles of Consolidation —The accompanying financial statements reflect the consolidation of the individual financial statements of ADOMANI, Inc., ADOMANI California, Inc., Adomani (Nantong) Automotive Technology Co. Ltd., ADOMANI ZEV Sales, Inc., formerly known as School Bus Sales of California, Inc., Zero Emission Truck and Bus Sales of Arizona, Inc., and ZEV Resources, Inc. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments —The carrying values of our financial instruments, including cash, notes receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Revenue Recognition | Revenue Recognition — The Company recognizes revenue from the sales of zero-emission electric vehicles; from the sales of zero-emission electric drivetrain systems for fleet vehicles; and from contracting to provide related engineering and, effective February 2020, vehicle maintenance and inspection services. The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying ASC Topic 606, the Company is required to: (1) Identify any contracts with customers. (2) Determine if multiple performance obligations exist. (3) Determine the transaction price. (4) Allocate the transaction price to the respective obligation; and, (5) Recognize the revenue as the obligation is satisfied. As part of the termination agreement with Blue Bird, the Company is to be paid $5,000 for each electric drivetrain Blue Bird ordered from Cummins Corporation during the period of June 1, 2019 through September 30, 2019. This agreement is a single performance obligation with the Company recognizing revenue upon notification from Blue Bird that delivery has been made to its customer. The final customer delivery by Blue Bird was made in April, 2020; thus, no additional revenue will be recorded by ADOMANI related to the termination agreement. Product revenue also includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation with revenue recognition occurring at the time title transfers. Transfer of title occurs when the customer has accepted the van and signed the appropriate documentation acknowledging receipt. The Company is the recipient of a purchase order issued from GerWeiss EV USA LLC (“GerWeiss”) to produce all-electric tricycles (“e-trikes”), or all-electric light weight commercial vehicles. The Company has agreed to provide deposits to GerWeiss to fund the procurement of the supplies and assembly of the tricycles. The purchase order represents a single performance obligation with the Company recognizing revenue upon notification that the assembled units have been completed by GerWeiss. Upon the recording of revenue, the corresponding deposits are recorded as cost of goods sold. Other revenue includes, effective February 2020, performing basic vehicle maintenance and detailing, as well as safety inspections for compliance with United States Department of Transportation guidelines. These sales represent a single performance obligation with revenue recognition occurring at the time services are invoiced. |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. |
Marketable Securities | Marketable Securities —The Company invests in short-term, highly liquid, marketable securities, such as U.S. Treasury notes, U.S. Treasury bonds, and other government-backed securities. The Company classifies these marketable securities as held-to-maturity, as the intent is not to liquidate them prior to the respective stated maturity date. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts —The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $8,500 and $661,352 as of June 30, 2020 and December 31, 2019, respectively. Because the trade accounts receivable balance as of June 30, 2020 is immaterial, and because all but $15,000 of the trade accounts receivable balance as of December 31, 2019, respectively, related to two California government agencies, and was paid to ADOMANI during the three months ended June 30, 2020, no allowance has been recorded relative to the trade accounts receivable balance as of June 30, 2020 and December 31, 2019, respectively. |
Notes Receivables | Notes Receivables — The Company also had notes receivable of $823,848 and $834,491 as of June 30, 2020 and December 31, 2019, respectively. The Company provided an allowance for notes receivable of $571,000 and $471,000 as of June 30, 2020 and December 31, 2019, respectively (see Note 4 below). |
Inventory and Inventory Valuation Allowance | Inventory and Inventory Valuation Allowance — The Company records inventory at the lower of cost or market, and uses a First In, First Out (“FIFO”) accounting valuation methodology. The Company had inventory on hand of $431,470 and $494,158 as of June 30, 2020 and December 31, 2019, respectively. The Company provided no inventory allowance as of June 30, 2020 and December 31, 2019, respectively. |
Inventory Deposits | Inventory Deposits― The Company records all inventory deposits as prepaid assets. Upon completion of production, and acceptance by the Company, deposits are reclassified to either inventory or cost of goods, depending on whether a sale of the product has occurred. The Company had inventory deposits of $801,204 and $935,204 as of June 30, 2020 and December 31, 2019, respectively |
Net Loss Per Share | Net Loss Per Share —Basic net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities. As of June 30, 2020, the Company had 13,904,436 and 7,556,323 stock options and stock warrants outstanding, respectively |
Concentration of Credit Risk | Concentration of Credit Risk —The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of June 30, 2020 and December 31, 2019, respectively. |
Research and Development | Research and Development —Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. Research and development costs were $0 and $147,656 for the six months ended June 30, 2020 and 2019, respectively |
Stock-Based Compensation | Stock-Based Compensation —The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, “Compensation-Stock Compensation”, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. |
Property and Equipment | Property and Equipment — Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five years, except leasehold improvements, which are being amortized over the life of the lease term. Property and equipment qualify for capitalization if the purchase price exceeds $2,000. Major repairs and replacements, which extend the useful lives of equipment, are capitalized and depreciated over the estimated useful lives of the property. All other maintenance and repairs are expensed as incurred. |
Leases | Leases —The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a significant impact on the Company’s financial statements. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment, Net | Components of property and equipment, net, consist of the following as of June 30, 2020 and December 31, 2019: June 30 December 31, 2020 2019 Furniture and fixtures $ 41,799 $ 41,799 Leasehold improvements 35,042 23,338 Computers 59,668 59,667 Machinery & equipment 22,440 — Vehicles 72,299 72,299 Test/Demo vehicles 15,784 15,784 Total property and equipment $ 247,032 $ 212,887 Less accumulated depreciation (124,734 ) (101,044 ) Net property and equipment $ 122,298 $ 111,843 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Weighted Weighted Average Average Number of Exercise Remaining Shares Price Contractual Life (years) Outstanding at December 31, 2019 7,556,323 $ 4.45 2.8 Granted — $ — Forfeited — — Outstanding at June 30, 2020 7,556,323 $ 4.45 2.3 Exercisable at June 30, 2020 7,556,323 $ 4.45 2.3 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the six months ended June 30, 2020 is as follows: Weighted Weighted Average Average Remaining Number of Shares Exercise Price Contractual Life (years) Outstanding at December 31, 2019 25,617,338 $ 0.16 1.9 Granted 4,235,000 $ 0.42 Exercised — $ — Canceled/Forfeited (15,947,902 ) $ 0.14 Outstanding at June 30, 2020 13,904,436 $ 0.26 3.6 Exercisable at June 30, 2020 10,935,545 $ 0.27 2.0 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Contractual Commitments | The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of June 30, 2020: Payments due by period Total Less than one year 1 - 3 years 4 - 5 years More than 5 years Operating lease obligations $ 563,658 $ 212,994 $ 350,664 $ — $ — Employment contracts 1,622,500 527,000 731,500 364,000 — Total $ 2,186,158 $ 739,994 $ 1,082,164 $ 364,000 $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020USD ($)Agency$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)Agency$ / sharesshares | |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 883,949 | $ 4,432,000 | |
Current exercise price of warrants | $ / shares | $ 4.45 | $ 4.45 | |
Accounts receivable | $ 8,500 | $ 661,352 | |
Allowance for Doubtful Trade Receivable, Current | $ 0 | $ 0 | |
Number of Government Agencies | Agency | 2 | 2 | |
Notes Receivable | $ 823,848 | $ 834,491 | |
Allowance for Notes Receivable, Current | 571,000 | 471,000 | |
Inventory, net | 431,470 | 494,158 | |
Inventory Valuation Reserves | 0 | 0 | |
Inventory Deposits | $ 801,204 | $ 935,204 | |
Stock options outstanding | shares | 13,904,436 | 25,617,338 | |
Stock warrants outstanding | shares | 7,556,323 | 7,556,323 | |
Impairment of Long-Lived Assets Held-for-use | $ 0 | $ 0 | |
Research and Development Expense | 0 | $ 147,656 | |
Property, Plant, and Equipment, Threshold for Capitalization of Purchases | $ 2,000 | ||
Property, Plant, and Equipment Other than Leasehold Improvements [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Property, Plant, and Equipment Other than Leasehold Improvements [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
California Government Agencies [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Accounts receivable | $ 15,000 | ||
Blue Bird Corporation [Member] | Electric Drivetrain [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Amount to be received for each electric drivetrain ordered | $ 5,000 | ||
Fair Value, Measurements, Recurring [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Assets, fair value disclosure | 0 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 | ||
January 2018 Public Offering [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Current exercise price of warrants | $ / shares | $ 4.50 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | |
Depreciation expense | $ 12,174 | $ 11,678 | $ 23,690 | $ 23,354 | |
Ebus, Inc. [Member] | |||||
Property estimated fair-market value transferred to the company | $ 22,440 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 247,032 | $ 212,887 |
Less accumulated depreciation | (124,734) | (101,044) |
Property and equipment, net | 122,298 | 111,843 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 41,799 | 41,799 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 35,042 | 23,338 |
Computers [Member] | ||
Property and equipment, gross | 59,668 | 59,667 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | 22,440 | |
Vehicles [Member] | ||
Property and equipment, gross | 72,299 | 72,299 |
Test/Demo Vehicles [Member] | ||
Property and equipment, gross | $ 15,784 | $ 15,784 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Apr. 13, 2020 | Mar. 31, 2020 | Feb. 03, 2020 | |
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||
Assets acquired through foreclosure in credit bid | $ 582,000 | $ 582,000 | ||||||||
Provision for doubtful accounts | $ 100,000 | |||||||||
Ebus, Inc. [Member] | ||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||
Property estimated fair-market value transferred to the company | $ 22,440 | |||||||||
Note Receivable Issued in February 2020 [Member] | Ebus, Inc. [Member] | ||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||
Property estimated fair-market value transferred to the company | $ 22,440 | |||||||||
Note Receivable Issued In June 2020 [Member] | Ebus, Inc. [Member] | ||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||
Provision for doubtful accounts | $ 100,000 | |||||||||
Note Receivable Issued in September 2018 [Member] | ||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||
Provision for doubtful accounts | $ 100,000 | |||||||||
Loan amount to unaffiliated third party | $ 200,000 | |||||||||
Notes receivable, stated interest rate | 9.00% | |||||||||
Note receivable, conversion feature, trigger amount, gross proceeds to borrower | 500,000 | $ 500,000 | ||||||||
Notes receivable, maturity date | Dec. 31, 2020 | |||||||||
Notes Receivable Unpaid Principal And Accrued Interest | $ 39,995 | 39,995 | ||||||||
Notes receivable, accrued interest reclassified to principal | 23,496 | |||||||||
Notes receivable unpaid principal and interest reclassified as non-current asset | 223,496 | 223,496 | ||||||||
Note Receivable Issued in May 2019 [Member] | ||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||
Loan amount to unaffiliated third party | $ 38,000 | |||||||||
Notes receivable, maturity date | Mar. 31, 2020 | |||||||||
Note Receivable Issued in May 2019 [Member] | Subsequent Event [Member] | ||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||
Notes receivable, stated interest rate | 9.00% | |||||||||
Notes receivable, additional interest rate on default | 4.00% | |||||||||
Note Receivable Issued in September 2018 and May 2019 [Member] | ||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||
Notes Receivable Unpaid Principal And Accrued Interest | $ 275,988 | $ 263,491 | $ 275,988 | $ 263,491 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2020 | May 20, 2020 | May 06, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Line of credit | $ 5,820,000 | |||
Morgan Stanley [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit | 5,800,000 | |||
Line of credit facility, remaining borrowing capacity | $ 820,948 | |||
Paycheck Protection Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan funding amount | $ 261,244 | $ 261,244 | ||
PPE debt description | The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business | |||
Outstanding principal rate of interest per annum | 1.00% | |||
Net amount forgiven of loan | $ 251,244 | |||
Term of note | 2 years | |||
Maturity date | May 3, 2022 | |||
Principal and accrued interest | $ 261,680 | |||
Current liabilities | 115,331 | |||
Long-term liabilities | 146,349 | |||
Economic Injury Disaster Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan funding amount | $ 150,000 | |||
Outstanding principal rate of interest per annum | 3.75% | |||
Advance for loan application | $ 10,000 | |||
Term of note | 30 years | |||
Maturity date | May 17, 2051 | |||
Principal and accrued interest | $ 150,939 | |||
Current liabilities | 0 | |||
Long-term liabilities | $ 150,939 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) | Aug. 01, 2020 | Jul. 01, 2020 | Feb. 01, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | May 01, 2020 |
Class Of Stock [Line Items] | ||||||||||||
Consulting arrangement, monthly fee | $ 8,200 | |||||||||||
Consulting monthly cash fee paid | 3,200 | |||||||||||
Common stock issued for services | $ 26,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 10,000 | ||||||
Subsequent Event [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock issued for services (in shares) | 88,891 | 88,891 | ||||||||||
Common Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock issued for services | $ 5,000 | |||||||||||
Common stock issued for services (in shares) | 266,420 | 72,810 | ||||||||||
Common shares issued to consultant | 588,582 | |||||||||||
Common Stock [Member] | Expertise in Public Funding Process [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Consulting arrangement, monthly fee | $ 5,000 | |||||||||||
Bonus amount | $ 9,000 | |||||||||||
Public funding transactions amount | $ 2,000,000 | $ 2,000,000 | ||||||||||
Percentage of entitlement to non publicly funded portion of transaction | 1.00% | |||||||||||
Expiration date of Agreement | Jun. 30, 2020 | |||||||||||
Common Stock [Member] | Expertise in Marketing and Public Relations Strategy [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Consulting arrangement, monthly fee | $ 2,500 | |||||||||||
Common stock issued for services (in shares) | 8,278 | 0 | ||||||||||
Common shares issued to consultant | 8,278 | |||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock issued for services (in shares) | 19,739 | 21,844 | ||||||||||
Common shares issued to consultant | 630,165 | |||||||||||
Common Stock [Member] | Subsequent Event [Member] | Expertise in Public Funding Process [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock issued for services (in shares) | 21,844 | |||||||||||
Common shares issued to consultant | 129,677 | |||||||||||
Common Stock [Member] | Subsequent Event [Member] | Expertise in Marketing and Public Relations Strategy [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock issued for services (in shares) | 8,721 | 16,743 | ||||||||||
Common shares issued to consultant | 33,742 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Warrants And Rights Note Disclosure [Abstract] | ||
Warrant to purchase of common stock | 7,556,323 | 7,556,323 |
Class of warrant or right, Intrinsic value | $ 0 |
Stock Warrants - Warrant Activi
Stock Warrants - Warrant Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Warrants And Rights Note Disclosure [Abstract] | ||
Outstanding, beginning (in shares) | 7,556,323 | |
Granted (in shares) | 0 | |
Outstanding, ending (in shares) | 7,556,323 | 7,556,323 |
Exercisable (in shares) | 7,556,323 | |
Outstanding, beginning, weighted average exercise price (in dollars per share) | $ 4.45 | |
Granted, weighted average exercise price (in dollars per share) | 0 | |
Outstanding, ending, weighted average exercise price (in dollars per share) | 4.45 | $ 4.45 |
Exercisable, weighted average exercise price (in dollars per share) | $ 4.45 | |
Outstanding, weighted average remaining contractual life (Year) | 2 years 3 months 18 days | 2 years 9 months 18 days |
Exercisable, weighted average remaining contractual life (Year) | 2 years 3 months 18 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Jan. 02, 2020 | May 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted under agreement | 4,235,000 | |||||||
Stock options, exercise price | $ 0.42 | |||||||
Stock options outstanding | 13,904,436 | 13,904,436 | 25,617,338 | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 4,235,000 | |||||||
Intrinsic value of options outstanding | $ 1,300,000 | $ 1,300,000 | ||||||
General and Administrative Expense [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | 46,093 | $ 274,646 | 246,433 | $ 527,542 | ||||
Mr. Monfort [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options outstanding | 14,297,902 | |||||||
Options cancellation date | Jan. 29, 2020 | |||||||
Employee Stock Option [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 162,398 | |||||||
Stock-based compensation expense expects to recognized related to nonvested award | $ 373,412 | $ 373,412 | ||||||
Stock-based compensation expense expected to recognized over a weighted average period | 2 years 2 months 12 days | |||||||
Equity Incentive Plan 2020 [Member] | Employee Stock Option [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 76,299 | |||||||
Share-based compensation arrangement by share-based payment award, fair vaue asumptions, expected term | 1 year | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate | 172.40% | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate | 1.56% | |||||||
Equity Incentive Plan 2021 [Member] | Employee Stock Option [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 86,099 | |||||||
Share-based compensation arrangement by share-based payment award, fair vaue asumptions, expected term | 2 years | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate | 155.00% | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate | 1.58% | |||||||
Equity Incentive Plan 2017 [Member] | Certain Employees and Directors [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted under agreement | 2,235,000 | |||||||
Stock options, exercise price | $ 0.12 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 204,933 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 2,235,000 | |||||||
Equity Incentive Plan 2017 [Member] | Employee Stock Option [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, fair vaue asumptions, expected term | 5 years 9 months | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate | 147.50% | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate | 0.50% | |||||||
Equity Incentive Plan 2017 [Member] | Employee Stock Option [Member] | Certain Employees and Directors [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||||
Share-based compensation arrangement by share-based payment award award vesting period | 3 years | |||||||
Suneel Sawant [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Effective date of agreement | Jan. 2, 2020 | |||||||
Options granted under agreement | 2,000,000 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 2,000,000 | |||||||
Exercise Price $0.50 [Member] | Suneel Sawant [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options, exercisable | 1,000,000 | |||||||
Stock options, exercise price | $ 0.50 | |||||||
Stock options, expiration date | Dec. 31, 2020 | |||||||
Exercise Price $1.00 [Member] | Suneel Sawant [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options, exercisable | 1,000,000 | |||||||
Stock options, exercise price | $ 1 | |||||||
Stock options, expiration date | Dec. 31, 2021 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares, Outstanding | 25,617,338 | |
Number of Shares, Granted | 4,235,000 | |
Number of Shares, Canceled/Forfeited | (15,947,902) | |
Number of Shares, Outstanding | 13,904,436 | 25,617,338 |
Number of Shares, Exercisable | 10,935,545 | |
Weighted Average Exercise Price, Outstanding | $ 0.16 | |
Stock options, exercise price | 0.42 | |
Weighted Average Exercise Price, Canceled/Forfeited | 0.14 | |
Weighted Average Exercise Price, Outstanding | 0.26 | $ 0.16 |
Weighted Average Exercise Price, Exercisable | $ 0.27 | |
Weighted Average Remaining Contractual Life, Outstanding | 3 years 7 months 6 days | 1 year 10 months 24 days |
Weighted Average Remaining Contractual Life, Exercisable | 2 years |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | Mar. 01, 2020 | Feb. 04, 2020 | Jan. 01, 2020 | Nov. 30, 2019 | Sep. 16, 2019 | Jun. 30, 2019 | Oct. 31, 2017 | Feb. 28, 2017 | Jan. 01, 2017 | Dec. 31, 2019 | Jun. 30, 2020 | Feb. 28, 2023 | Dec. 31, 2022 | Jan. 31, 2020 |
Commitments And Contingencies [Line Items] | ||||||||||||||
Base rent for term of lease | $ 563,658 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Renewal term of employment agreement | 5 years | |||||||||||||
Annual base salary | $ 294,000 | |||||||||||||
Employment agreement, annual car allowance | $ 18,000 | |||||||||||||
Chief Financial Officer [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Renewal term of employment agreement | 5 years | |||||||||||||
Annual base salary | $ 215,000 | $ 200,000 | ||||||||||||
THINKP3 [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Lease expiration date | Nov. 30, 2020 | |||||||||||||
Other commitments, service fees per month | $ 8,000 | |||||||||||||
Other commitments, termination notice | 30 days | |||||||||||||
Other commitments,reduced of service fees per month | $ 8,000 | |||||||||||||
THINKP3 [Member] | COVID-19 [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Other commitments, service fees per month | $ 4,000 | |||||||||||||
Other commitments,reduced of service fees per month | 4,000 | |||||||||||||
Renmark Financial Communications USA Inc [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Other commitments, service fees per month | $ 6,500 | |||||||||||||
Other commitments,reduced of service fees per month | $ 6,500 | |||||||||||||
Renmark Financial Communications USA Inc [Member] | COVID-19 [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Other commitments, service fees per month | 3,250 | |||||||||||||
Other commitments,reduced of service fees per month | $ 3,250 | |||||||||||||
Office Space In Los Altos California [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Lessee operating lease renewal amount | $ 6,432 | |||||||||||||
Lease expiration date | Dec. 31, 2020 | |||||||||||||
Storage Space in Stockton, California [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Operating lease, monthly payment | $ 1,000 | |||||||||||||
Operating lease termination notice period | 30 days | |||||||||||||
Corporate Office in Corona, California [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Operating lease, monthly payment | $ 7,600 | |||||||||||||
Operating lease, contract term | 65 months | |||||||||||||
Base rent for term of lease | $ 568,912 | |||||||||||||
Additional rent payment | $ 0 | |||||||||||||
Additional operating lease period | 5 months | |||||||||||||
Corporate Office in Corona, California [Member] | Masters Transportation, Inc. [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Lease expiration date | Dec. 31, 2022 | |||||||||||||
Operating lease, monthly payment | $ 6,000 | |||||||||||||
Lease agreement effective date | Feb. 1, 2020 | |||||||||||||
Operating lease monthly payment, escalated amount | $ 6,365 | |||||||||||||
Corporate Office in Corona, California [Member] | Scenario, Forecast [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Operating lease, monthly payment | $ 10,560 | |||||||||||||
Warehouse Space in Corona, California [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Lease expiration date | Dec. 31, 2022 | |||||||||||||
Operating lease, monthly payment | $ 13,108 | |||||||||||||
Operating lease, contract term | 36 months | |||||||||||||
Base rent for term of lease | $ 495,720 | |||||||||||||
Lease commencement date | Jan. 1, 2020 | |||||||||||||
Warehouse Space in Corona, California [Member] | Fire Sprinkler Alarm Monitoring and Landscape Maintenance [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Operating lease, monthly payment | $ 265 | |||||||||||||
Warehouse Space in Corona, California [Member] | Scenario, Forecast [Member] | ||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Operating lease, monthly payment | $ 13,906 |
Commitments - Future Minimum Pa
Commitments - Future Minimum Payments Under Contractual Commitments (Details) | Jun. 30, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating lease obligations, Total | $ 563,658 |
Operating lease obligations, Less than one year | 212,994 |
Operating lease obligations, 1-3 years | 350,664 |
Employment contracts, Total | 1,622,500 |
Employment contracts, Less than one year | 527,000 |
Employment contracts, 1-3 years | 731,500 |
Employment contracts, 4-5 years | 364,000 |
Total | 2,186,158 |
Total, Less than one year | 739,994 |
Total, 1-3 years | 1,082,164 |
Total, 4-5 years | $ 364,000 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - USD ($) | Jun. 19, 2019 | Apr. 13, 2020 | Feb. 03, 2020 |
Commitments And Contingencies Disclosure [Abstract] | |||
Damages and attorney's fees | $ 13,500,000 | ||
Number of shares refused to release | 1,320,359 | ||
Assets acquired through foreclosure in credit bid | $ 582,000 | $ 582,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating liability, right-of-use asset | $ 382,742 | ||
Estimated borrowing rate of lease at discount rate | 14.00% | ||
Right of use asset included in other non-current assets | $ 502,224 | $ 218,504 | |
Current liabilities relating to ROU asset | $ 198,076 | $ 70,492 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | adom:CurrentLiabilitiesRelatingToRouAssetMember | adom:CurrentLiabilitiesRelatingToRouAssetMember | |
Non-current liabilities relating to ROU asset | $ 304,148 | $ 148,012 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | adom:NonCurrentLiabilitiesRelatingToRouAssetMember | adom:NonCurrentLiabilitiesRelatingToRouAssetMember | |
Cash paid included in operating lease liabilities | $ 107,560 | $ 46,184 | |
Weighted-average remaining lease term | 2 years 6 months |
Subsequents Events - Additional
Subsequents Events - Additional Information (Details) - shares | Aug. 01, 2020 | Jul. 01, 2020 |
Subsequent Event [Member] | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Common stock issued for services (in shares) | 88,891 | 88,891 |