Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GrowGeneration Corp. | |
Entity Central Index Key | 1,604,868 | |
Amendment Flag | false | |
Trading Symbol | GRWG | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 25,737,317 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 17,433,339 | $ 1,215,265 |
Accounts receivable, net of allowance for doubtful accounts of $97,829 at June 30, 2018 and December 31, 2017 | 954,309 | 653,568 |
Inventory | 8,089,018 | 4,585,341 |
Prepaid expenses and other current assets | 610,141 | 711,852 |
Total current assets | 27,086,807 | 7,166,026 |
Property and equipment, net | 1,411,591 | 1,259,483 |
Intangible assets, net | 60,251 | 53,286 |
Goodwill | 3,399,412 | 592,500 |
Other assets | 96,589 | 183,113 |
TOTAL ASSETS | 32,054,650 | 9,254,408 |
Current liabilities: | ||
Accounts payable | 1,754,952 | 1,067,857 |
Other accrued liabilities | 5,220 | 70,029 |
Payroll and payroll tax liabilities | 163,299 | 247,887 |
Customer deposits | 149,608 | 92,350 |
Sales tax payable | 217,880 | 73,220 |
Current portion of long term debt | 323,118 | 41,707 |
Total current liabilities | 2,614,077 | 1,593,050 |
Long-term convertible debt, net of debt discount and debt issuance costs | 4,516,541 | |
Long-term debt, net of current portion | 286,868 | 82,537 |
Total liabilities | 7,417,486 | 1,675,587 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock; $.001 par value; 100,000,000 shares authorized; 23,964,516 and 16,846,835 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | 23,965 | 16,846 |
Additional paid-in capital | 30,188,825 | 11,254,212 |
Accumulated deficit | (5,575,626) | (3,692,237) |
Total stockholders' equity | 24,637,164 | 7,578,821 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 32,054,650 | $ 9,254,408 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 97,829 | $ 97,829 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,964,516 | 16,846,835 |
Common stock, shares outstanding | 23,964,516 | 16,846,835 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Sales | $ 7,152,299 | $ 4,111,036 | $ 11,534,558 | $ 6,694,959 |
Cost of sales | 5,423,069 | 2,960,275 | 8,614,719 | 4,863,340 |
Gross profit | 1,729,230 | 1,150,761 | 2,919,839 | 1,831,619 |
Operating expenses: | ||||
Store operations | 1,148,952 | 750,000 | 2,029,848 | 1,297,323 |
General and administrative | 399,130 | 225,092 | 762,873 | 406,824 |
Share based compensation | 337,148 | 325,408 | 553,348 | 402,408 |
Depreciation and amortization | 70,899 | 19,524 | 126,994 | 40,047 |
Salaries and related expenses | 395,078 | 168,502 | 726,810 | 304,941 |
Total operating expenses | 2,351,207 | 1,488,526 | 4,199,873 | 2,451,543 |
Income (loss) from operations | (621,977) | (337,765) | (1,280,034) | (619,924) |
Other income (expense): | ||||
Interest expense | (11,312) | (2,610) | (19,330) | (3,761) |
Interest income | 14,038 | 29,627 | ||
Other income (loss) | (5,866) | 8,444 | ||
Amortization of debt discount | (304,842) | (622,096) | ||
Total non-operating expense, net | (307,982) | (2,610) | (603,355) | (3,761) |
Net loss | $ (929,959) | $ (340,375) | $ (1,883,389) | $ (623,685) |
Net loss per shares, basic and diluted | $ (0.04) | $ (0.02) | $ (0.09) | $ (0.05) |
Weighted average shares outstanding, basic and diluted | 21,901,093 | 14,045,692 | 20,230,146 | 13,357,823 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,883,389) | $ (623,685) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 126,993 | 40,047 |
Amortization of debt discount | 622,096 | |
Stock-based compensation expense | 553,348 | 402,408 |
(Increase) decrease in: | ||
Accounts receivable | (300,741) | (150,993) |
Inventory | (3,503,677) | (1,861,698) |
Prepaid expenses and other assets | 16,507 | (267,022) |
Increase (decrease) in: | ||
Accounts payable | 622,286 | 831,929 |
Payroll and payroll tax liabilities | 23,832 | 37,165 |
Customer deposits | 57,258 | (22,812) |
Sales tax payable | 144,660 | 44,077 |
Net cash used in operating activities | (3,520,827) | (1,570,584) |
Cash flows from investing activities: | ||
Purchase of furniture and equipment | (222,367) | (359,543) |
Purchase of intangibles | (859,887) | (299,371) |
Net cash used in investing activities | (1,082,254) | (658,914) |
Cash flows from financing activities: | ||
Principal payments on long term debt | (134,432) | (16,718) |
Proceeds from issuance of convertible debt, net of expenses | 8,912,765 | |
Proceeds from the sale of common stock and exercise of warrants, net of expenses | 12,042,822 | 3,794,664 |
Net cash provided by financing activities | 20,821,155 | 3,777,946 |
Net increase in cash | 16,218,074 | 1,548,448 |
Cash at the beginning of period | 1,215,265 | 606,644 |
Cash at the end of period | 17,433,339 | 2,155,092 |
Supplemental disclosures of non-cash financing activities: | ||
Cash paid for interest | 19,330 | 3,761 |
Common stock issued for accrued payroll | 108,420 | |
Common stock issued for prepaid services | 45,000 | 251,890 |
Debt converted to equity | 779,320 | |
Warrants issued for debt discount | 4,239,000 | |
Insurance premium financing | 30,366 | |
Acquisition of vehicles with debt financing | 56,174 | 84,968 |
Assets acquired by issuance of common stock | 1,390,550 | |
Acquisition of assets with seller financing | $ 564,000 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2018 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS GrowGeneration Corp (the “Company” or “GrowGeneration”) was incorporated on March 6, 2014 in Colorado under the name of Easylife Corp and changed its name to GrowGeneration Corp on June 25, 2014. It maintains its principal office in Denver, Colorado. The Company is engaged in the business of operating retail hydroponic stores through its wholly owned subsidiaries, GrowGeneration Pueblo Corp, GrowGeneration California Corp, Grow Generation Nevada Corp, GrowGeneration Washington Corp, GrowGeneration Rhode Island Corp, GrowGeneration Michigan Corp, GGen Distribution Corp and GrowGeneration Management Corp. The Company commenced operations with the purchase of four retail hydroponic stores in Pueblo and Canon City, Colorado on May 30, 2014. The Company, currently owns and operates a total of 18 stores and is actively engaged in seeking to acquire additional hydroponic retail stores. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The financial statements are prepared under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 105-10, Generally Accepted Accounting Principles The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation. Basis of Presentation - Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K filed on March 27, 2018 for the years ended December 31, 2017 and 2016. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss). Segment Reporting Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various products sold are aggregated into one reportable operating segment as under guidance in the FASBASC Topic 280 for segment reporting. Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with GAAPs. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Income Taxes The Company accounts for income taxes in accordance with FASB ACS 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences related principally to depreciation of property and equipment, reserve for obsolete inventory and bad debt. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ACS 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company’s tax returns are subject to tax examinations by U.S. federal and state authorities until respective statute of limitation. Currently, the 2016, 2015 and 2014 tax years are open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accrual for uncertain tax positions as of June 30, 2018. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. |
Recently Issued or Adopted Acco
Recently Issued or Adopted Accounting Standards | 6 Months Ended |
Jun. 30, 2018 | |
Recently Issued or Adopted Accounting Standards [Abstract] | |
RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS | 3. RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS In May 2014, the FASB issued guidance creating the ASC Section 606, “Revenue from Contracts with Customers”. The new section will replace Section 605, “Revenue Recognition” and creates modifications to various other revenue accounting standards for specialized transactions and industries. The section is intended to conform revenue accounting principles with a concurrently issued International Financial Reporting Standards with previously differing treatment between United States practice and those of much of the rest of the world, as well as, to enhance disclosures related to disaggregated revenue information. The updated guidance was effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. On July 9, 2015, the FASB approved a one-year delay of the effective date. The Company adopted the new provisions of this accounting standard at the beginning of fiscal year 2018 and its adoption did not have a material impact on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The new standard will change the classification of certain cash payments and receipts within the cash flow statement. Specifically, payments for debt prepayment or debt extinguishment costs, including third-party costs, premiums paid, and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, excluding accrued interest, will now be classified as financing activities. Previously, these payments were classified as operating expenses. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted, and will be applied retrospectively. The Company does not expect that the adoption of this new standard, on the first day of the Company’s 2020 fiscal year, will have a material impact on its consolidated financial statements. In January 2017, the FASB released ASU 2017-01, Business Combinations: Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04 simplifying the accounting for goodwill impairment for all entities. The new guidance eliminates the requirement to calculate the implied fair value of goodwill (Step 2 of the current two-step goodwill impairment test under ASC 350). Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (Step 1 of the current two-step goodwill impairment test). The ASU is effective prospectively for reporting periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. We are currently evaluating the impact of the new guidance on our goodwill impairment testing process and consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers ASC 606 On August 28, 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging,” which better aligns risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and in some situations better align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The new standard will be effective for the Company as of January 1, 2019. Early adoption is permitted. We do not believe the adoption of this new standard will have any impact on our consolidated financial statements and footnote disclosures. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT June 30, December 31, Vehicles $ 350,399 $ 243,264 Leasehold improvements 336,652 181,724 Furniture, fixtures and equipment 1,074,380 1,057,902 1,761,431 1,482,890 (Accumulated depreciation) (349,840 ) (223,407 ) Property and Equipment, net $ 1,411,591 $ 1,259,483 Depreciation expense for the three months ended June 30, 2018 and 2017 was $70,619 and $19,444, respectively, and for the six months ended June 30, 2018 and 2017 was $126,433 and $39,487 respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt /Convertible Debt [Abstract] | |
LONG-TERM DEBT | 5. LONG-TERM DEBT June 30, December 31, 2018 2017 Long term debt is as follows: Chrysler Capital, interest ranging from 9.8% and 10.9% per annum, payable in monthly installments of $3,070 beginning May 2017 through May 2023, secured by vehicles with a book value of $205,000 $ 124,998 $ 79,479 Hitachi Capital, interest at 8.0% per annum, payable in monthly installments of $631.13 beginning September 2015 through August 2019, secured by delivery equipment with a book value of $24,910 8,409 11,781 Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 16,305 18,641 RMT Equipment, interest at 10.9% per annum, payable in monthly installments of $1,154.79 beginning June 2016 through October 2018, secured by delivery equipment with a book value of $31,130 4,502 10,916 Note payable insurance premium financing, interest at 4.74% per annum, payable in 10 installments of $3,441, due January 2018 - 3,427 Notes payable issued in connection with seller financing of assets acquired, interest at 6%, payable in 24 installments of $24,996, due February 2020 455,772 - $ 609,986 $ 124,244 Less Current Maturities (323,118 ) (41,707 ) Total Long-Term Debt $ 286,868 $ 82,537 Interest expense for the three months ended June 30, 2018 and 2017 was $11,312 and 2,610, respectively and for the six months ended June 30, 2018 and 2017 was $19,330 and $3,761, respectively. |
Convertible Debt
Convertible Debt | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt /Convertible Debt [Abstract] | |
CONVERTIBLE DEBT | 6. CONVERTIBLE DEBT On January 12, 2018, the Company completed a private placement of a total of 36 units (the “Units”) of the Company’s securities at the price of $250,000 per Unit pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. Each Unit consisted of (i) a .1% unsecured convertible promissory note of the principal amount of $250,000 (each, a “Note”), and (ii) a 3-year warrant entitling the holder to purchase 37,500 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at a price of $.01 per share or through cashless exercise. The convertible debt has a maturity date of January 12, 2021 and the principal balance and any accrued interest is convertible by the holder at any time into Common Stock of the Company at conversion price of $3.00 a share the “Conversion Price”). Principal due and interested accrued on the Note will automatically convert into shares of Common Stock, at the Conversion Price, if at any time during the term of the Notes, commencing twelve (12) months from the date of issuance, the Common Stock trades minimum daily volume of at least 50,000 shares for twenty (20) consecutive days with a volume weighted average price of at least $4.00 per share. In relation to this transaction, the Company recorded a debt discount of $4,239,000 related to the fair market value of warrants issued as noted above. The debt discount, which was based on an imputed interest rate, is being amortized on a straight-line basis over the life of the convertible debt. June 30, December 2018 2017 Convertible debt $ 7,575,000 - Remaining unamortized debt discount and debt issue costs (3,058,459 ) - Convertible debt, net of debt discount and debt issue costs $ 4,516,541 - Amortization of debt discount for the three months and six months ended June 30, 2018 was $304,842 and $622,096, respectively. There was no amortization of debt discount in 2017. |
Share Based Payments and Stock
Share Based Payments and Stock Options | 6 Months Ended |
Jun. 30, 2018 | |
Share Based Payments and Stock Options [Abstract] | |
SHARE BASED PAYMENTS AND STOCK OPTIONS | 7. SHARE BASED PAYMENTS AND STOCK OPTIONS The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The following table presents share-based payment expense and new shares issued for the three months and six months ended June 30, 2018 and 2017. Three Months Ended Six Months Ended 2018 2017 2018 2017 Shares based expense from issuance of Common Stock and warrants $ 275,986 $ 268,990 $ 434,326 $ 345,990 Shares based expense from issuance of Common Stock options $ 61,162 56,418 $ 119,022 $ 56,418 Total non-cash compensation $ 337,148 $ 325,408 $ 553,348 $ 402,408 On March 6, 2014, the Company’s Board of Directors (the “Board”) and majority stockholders approved the 2014 Equity Incentive Plan (the “2014 Plan”) pursuant to which the Company may grant incentive and non-statutory options to employees, nonemployee members of the Board, consultants and other independent advisors who provide services to the Company. The maximum shares of Common Stock which may be issued over the term of the 2014 Plan shall not exceed 2,500,000 shares. Awards under the 2014 Plan are made by the Board. Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to a ten-percent stockholder which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a ten-percent stockholder) from the date of grant. On January 7, 2018, the Board adopted the 2018 Equity Compensation Plan (the “2018 Plan”) and on April 20, 2018, the shareholders approved the 2018 Plan. The 2018 Plan will be administered by the Board. The Board may grant options to purchase shares of Common Stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of Common Stock, performance shares, performance units, other cash-based awards and other stock-based awards. The Board also has broad authority to determine the terms and conditions of each option or other kind of equity award, adopt, amend and rescind rules and regulations for the administration of the 2018 Plan and amend or modify outstanding options, grants and awards. The Board may delegate authority to the chief executive officer and/or other executive officers to grant options and other awards to employees (other than themselves), subject to applicable law and the 2018 Plan. No options, stock purchase rights or awards may be made under the 2018 Plan on or after the ten-year anniversary of the adoption of the 2018 Plan by the Board, but the 2018 Plan will continue thereafter while previously granted options, stock appreciation rights or awards remain subject to the 2018 Plan. The maximum shares of Common Stock which may be issued over the term of the plan shall not exceed 2,500,000 shares. Options granted under the 2018 Plan may be either “incentive stock options” that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or “nonstatutory stock options” that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our Common Stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a ten-percent stockholder) from the date of grant. Options outstanding at June 30, 2018 are as follows: Options Shares Weight - Average Exercise Price Weighted - Average Remaining Contractual Term Weighted - Average Grant Date Fair Value Outstanding at December 31, 2017 2,622,000 $ .99 2.35 years $ .32 Granted 105,000 $ 3.48 $ 1.89 Exercised (518,333 ) $ .62 $ .08 Forfeited or expired (124,667 ) $ .71 $ .13 Outstanding at June 30, 2018 2,084,000 $ 1.22 2.29 years $ .46 Options vested at June 30, 2018 1,513,998 $ .91 1.55 years $ .30. |
Stock Purchase Warrants
Stock Purchase Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Stock Purchase Warrants [Abstract] | |
STOCK PURCHASE WARRANTS | 8. STOCK PURCHASE WARRANTS A summary of the status of the Company’s outstanding stock warrants as of June 30, 2018 is as follows: Warrants Weighted - Average Exercise Price Outstanding at December 31, 2017 3,605,728 $ 1.84 Issued 1,666,500 $ .35 Exercised (1,712,228 ) $ 1.13 Forfeited - - Outstanding at June 30, 2018 3,560,000 $ 1.55 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS’ EQUITY The Company’s current Certificate of Incorporation authorizes the Company to issued 100,000,000 shares of Common Stock. As of June 30, 2018, there were 23,964,516 shares of Common Stock outstanding. 2018 Equity Transactions During the six months ended June 30, 2018, the Company issued 3,333,333 shares of Common Stock from the sale of Common Stock and warrants. During the six months ended June 30, 2018, the Company issued 2,209,433 shares of Common Stock from the exercise of warrants. During the six months ended June 30, 2018, the Company issued 560,000 shares of Common Stock valued at approximately $1,390,550 in connection with assets acquired in business combinations. During the six months ended June 30, 2018, the Company issued 475,000 shares of Common Stock upon conversion of $1,425,000 of convertible debt at $3.00 per share. During the six months ended June 30, 2018, the Company issued 118,334 shares of Common Stock upon the exercise of 118,334 options and issued 340,580 shares of Common Stock upon the cashless exercise of 400,000 options. During the six months ended June 30, 2018, the Company issued 26,000 shares of Common Stock, valued at approximately $108,000, for employee bonuses accrued at December 31, 2017 and issued 45,000 shares to employees in accordance with employment agreements. During the six months ended June 30, 2018, the Company issued 10,000 shares of Common Stock, valued at approximately $45,000, for consulting services. 2017 Equity Transactions During the six months ended June 30, 2017 the Company sold a total of 1,825,000 units, each consisting of one share of Common Stock and one warrant to purchase one share of Common Stock, for net proceeds after offering costs of $3,291,565. During the six months ended June 30, 2017, warrants to purchase 718,572 shares of Common Stock were exercised resulting in proceeds to the Company of $503,000. During the six months ended June 30, 2017, the Company issued 125,000 shares of Common Stock to employees and consultants valued at $248,000. During the six months ended June 30, 2017, the Company issued 100,000 shares of Common Stock and 100,000 warrants for consulting services valued at $77,000. During the six months ended June 30, 2017, the Company issued 80,000 shares of Common Stock and 150,000 warrants for prepaid consulting services valued at $251,890. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 10. EARNINGS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding plus the number of shares of Common Stock that would be issued assuming exercise or conversion of all potentially dilutive shares of Common Stock. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented. Potentially dilutive securities were comprised of the following: June 30, 2018 2017 Stock purchase warrants 3,560,000 5,392,157 Convertible debt warrant 817,500 - Options 2,084,000 2,022,000 6,461,500 7,414,157 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Acquisitions [Abstract] | |
ACQUISITIONS | 11. ACQUISITIONS The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. The table below represents the allocation of the preliminary purchase price to the acquired net assets. Acquisition 1 Acquisition 2 Acquisition 3 Acquisition 4 Total Inventory $ 1,002,300 $ 389,800 $ 517,950 $ 254,900 $ 2,164,950 Prepaids and other current assets 30,200 - - 30,200 Furniture and equipment - 30,000 50,000 4,600 84,600 Goodwill 1,351,000 654,000 540,250 136,400 2,681,650 Total $ 2,383,500 $ 1,073,800 $ 1,108,200 $ 395,900 $ 4,961,400 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS The Company has evaluated events and transaction occurring subsequent to June 30, 2018 up to the date of this filing of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. On July 13, 2018, the Company and Santa Rosa Hydroponics & Grower Supply, Inc., a retail hydroponic store (“Santa Rosa Hydroponics”), entered into an amended and restated asset purchase agreement (the “Purchase Agreement”) and purchased the assets of Santa Rosa Hydroponics located in Santa Rosa, California. The assets subject to the sale under the Purchase Agreement, as amended, included inventories, fixed assets, tangible personal property, intangible personal property and contracts. As consideration for the assets, the Company agreed to pay the sellers a total of (i) $1,500,000 for inventory; (ii) $100,000 for the unencumbered fixed assets; (iii) (a) 925,000 shares of the Company’s restricted Common Stock (valued at approximately $3.7 million), (b) $825,000 cash and (c) a promissory note of $500,000 for the intangible assets and goodwill. Total consideration paid for Santa Rosa Hydroponics was approximately $6.6 million. In connection with the purchase of the assets, the Company also entered into a commercial lease agreement, effective from July 14, 2018 to July 13, 2023, to rent the premises where Santa Rosa Hydroponics is located. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The financial statements are prepared under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 105-10, Generally Accepted Accounting Principles The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation. |
Basis of Presentation - Unaudited Interim Financial Information | Basis of Presentation - Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K filed on March 27, 2018 for the years ended December 31, 2017 and 2016. |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss). |
Segment Reporting | Segment Reporting Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various products sold are aggregated into one reportable operating segment as under guidance in the FASBASC Topic 280 for segment reporting. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with GAAPs. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ACS 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences related principally to depreciation of property and equipment, reserve for obsolete inventory and bad debt. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ACS 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company’s tax returns are subject to tax examinations by U.S. federal and state authorities until respective statute of limitation. Currently, the 2016, 2015 and 2014 tax years are open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accrual for uncertain tax positions as of June 30, 2018. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | June 30, December 31, Vehicles $ 350,399 $ 243,264 Leasehold improvements 336,652 181,724 Furniture, fixtures and equipment 1,074,380 1,057,902 1,761,431 1,482,890 (Accumulated depreciation) (349,840 ) (223,407 ) Property and Equipment, net $ 1,411,591 $ 1,259,483 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt /Convertible Debt [Abstract] | |
Schedule of long-term debt | June 30, December 31, 2018 2017 Long term debt is as follows: Chrysler Capital, interest ranging from 9.8% and 10.9% per annum, payable in monthly installments of $3,070 beginning May 2017 through May 2023, secured by vehicles with a book value of $205,000 $ 124,998 $ 79,479 Hitachi Capital, interest at 8.0% per annum, payable in monthly installments of $631.13 beginning September 2015 through August 2019, secured by delivery equipment with a book value of $24,910 8,409 11,781 Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 16,305 18,641 RMT Equipment, interest at 10.9% per annum, payable in monthly installments of $1,154.79 beginning June 2016 through October 2018, secured by delivery equipment with a book value of $31,130 4,502 10,916 Note payable insurance premium financing, interest at 4.74% per annum, payable in 10 installments of $3,441, due January 2018 - 3,427 Notes payable issued in connection with seller financing of assets acquired, interest at 6%, payable in 24 installments of $24,996, due February 2020 455,772 - $ 609,986 $ 124,244 Less Current Maturities (323,118 ) (41,707 ) Total Long-Term Debt $ 286,868 $ 82,537 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt /Convertible Debt [Abstract] | |
Schedule of convertible debt | June 30, December 2018 2017 Convertible debt $ 7,575,000 - Remaining unamortized debt discount and debt issue costs (3,058,459 ) - Convertible debt, net of debt discount and debt issue costs $ 4,516,541 - |
Share Based Payments and Stoc22
Share Based Payments and Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Share Based Payments and Stock Options [Abstract] | |
Schedule of share-based payment expense and new shares issued | Three Months Ended Six Months Ended 2018 2017 2018 2017 Shares based expense from issuance of Common Stock and warrants $ 275,986 $ 268,990 $ 434,326 $ 345,990 Shares based expense from issuance of Common Stock options $ 61,162 56,418 $ 119,022 $ 56,418 Total non-cash compensation $ 337,148 $ 325,408 $ 553,348 $ 402,408 |
Summary of option outstanding | Options Shares Weight - Average Exercise Price Weighted - Average Remaining Contractual Term Weighted - Average Grant Date Fair Value Outstanding at December 31, 2017 2,622,000 $ .99 2.35 years $ .32 Granted 105,000 $ 3.48 $ 1.89 Exercised (518,333 ) $ .62 $ .08 Forfeited or expired (124,667 ) $ .71 $ .13 Outstanding at June 30, 2018 2,084,000 $ 1.22 2.29 years $ .46 Options vested at June 30, 2018 1,513,998 $ .91 1.55 years $ .30. |
Stock Purchase Warrants (Tables
Stock Purchase Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stock Purchase Warrants [Abstract] | |
Schedule of outstanding stock warrants | Warrants Weighted - Average Exercise Price Outstanding at December 31, 2017 3,605,728 $ 1.84 Issued 1,666,500 $ .35 Exercised (1,712,228 ) $ 1.13 Forfeited - - Outstanding at June 30, 2018 3,560,000 $ 1.55 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of potentially dilutive securities | June 30, 2018 2017 Stock purchase warrants 3,560,000 5,392,157 Convertible debt warrant 817,500 - Options 2,084,000 2,022,000 6,461,500 7,414,157 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Acquisitions [Abstract] | |
Schedule of purchase price | Acquisition 1 Acquisition 2 Acquisition 3 Acquisition 4 Total Inventory $ 1,002,300 $ 389,800 $ 517,950 $ 254,900 $ 2,164,950 Prepaids and other current assets 30,200 - - 30,200 Furniture and equipment - 30,000 50,000 4,600 84,600 Goodwill 1,351,000 654,000 540,250 136,400 2,681,650 Total $ 2,383,500 $ 1,073,800 $ 1,108,200 $ 395,900 $ 4,961,400 |
Nature of Operations (Details)
Nature of Operations (Details) | Jun. 30, 2018Installments |
Nature of Operations (Textual) | |
Number of stores | 18 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,761,431 | $ 1,482,890 |
(Accumulated depreciation) | (349,840) | (223,407) |
Property and Equipment, net | 1,411,591 | 1,259,483 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 350,399 | 243,264 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 336,652 | 181,724 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,074,380 | $ 1,057,902 |
Property and Equipment (Detai28
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 70,619 | $ 19,444 | $ 126,433 | $ 39,487 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-Term Debt | $ 609,986 | $ 124,244 |
Less Current Maturities | (323,118) | (41,707) |
Total Long-Term Debt | 286,868 | 82,537 |
Chrysler Capital [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | 79,479 | 124,998 |
Hitachi Capital [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | 8,409 | 11,781 |
Wells Fargo Equipment Finance [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | 16,305 | 18,641 |
RMT Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | 4,502 | 10,916 |
Note payable insurance premium financing [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | 3,427 | |
Notes payable issued in connection with seller financing [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | $ 455,772 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Installments | Jun. 30, 2017USD ($) | |
Long-Term Debt (Textual) | ||||
Interest expense | $ 11,312 | $ 2,610 | $ 19,330 | $ 3,761 |
Chrysler Capital [Member] | ||||
Long-Term Debt (Textual) | ||||
Long term debt, monthly payment | $ 3,070 | |||
Long term debt maturity date, description | Beginning May 2017 through May 2023. | |||
Long-term debt, book value | $ 205,000 | $ 205,000 | ||
Chrysler Capital [Member] | Maximum [Member] | ||||
Long-Term Debt (Textual) | ||||
Interest rate per annum | 10.90% | 10.90% | ||
Chrysler Capital [Member] | Minimum [Member] | ||||
Long-Term Debt (Textual) | ||||
Interest rate per annum | 9.80% | 9.80% | ||
Hitachi Capital [Member] | ||||
Long-Term Debt (Textual) | ||||
Long term debt, monthly payment | $ 631.13 | |||
Long term debt maturity date, description | Beginning September 2015 through August 2019. | |||
Long-term debt, book value | $ 24,910 | $ 24,910 | ||
Interest rate per annum | 8.00% | 8.00% | ||
Wells Fargo Equipment Finance [Member] | ||||
Long-Term Debt (Textual) | ||||
Long term debt, monthly payment | $ 518.96 | |||
Long term debt maturity date, description | Beginning April 2016 through March 2021. | |||
Long-term debt, book value | $ 25,437 | $ 25,437 | ||
Interest rate per annum | 3.50% | 3.50% | ||
RMT Equipment [Member] | ||||
Long-Term Debt (Textual) | ||||
Long term debt, monthly payment | $ 1,154.79 | |||
Long term debt maturity date, description | Beginning June 2016 through October 2018. | |||
Long-term debt, book value | $ 31,130 | $ 31,130 | ||
Interest rate per annum | 10.90% | 10.90% | ||
Note payable insurance premium financing [Member] | ||||
Long-Term Debt (Textual) | ||||
Long term debt, monthly payment | $ 3,441 | |||
Long term debt maturity date, description | Due January 2018. | |||
Interest rate per annum | 4.74% | 4.74% | ||
Number of installments | Installments | 10 | |||
Notes payable issued in connection with seller financing [Member] | ||||
Long-Term Debt (Textual) | ||||
Long term debt, monthly payment | $ 24,996 | |||
Long term debt maturity date, description | Due February 2020. | |||
Interest rate per annum | 6.00% | 6.00% | ||
Number of installments | Installments | 24 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Long-Term Debt /Convertible Debt [Abstract] | ||
Convertible debt | $ 7,575,000 | |
Remaining unamortized debt discount and debt issue costs | (3,058,459) | |
Convertible debt, net of debt discount and debt issue costs | $ 4,516,541 |
Convertible Debt (Details Textu
Convertible Debt (Details Textual) - USD ($) | Jan. 12, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Convertible Debt (Textual) | ||||||
Offering units of shares | 80,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Debt discount related to fair value of warrants | $ 4,239,000 | $ 4,239,000 | ||||
Amortization of debt discount | $ 304,842 | $ 622,096 | ||||
Convertible Debt [Member] | ||||||
Convertible Debt (Textual) | ||||||
Maturity date | Jan. 12, 2021 | |||||
Description of convertible debt | Principal due and interested accrued on the Note will automatically convert into shares of Common Stock, at the Conversion Price, if at any time during the term of the Notes, commencing twelve (12) months from the date of issuance, the Common Stock trades minimum daily volume of at least 50,000 shares for twenty (20) consecutive days with a volume weighted average price of at least $4.00 per share. | |||||
Private Placement [Member] | ||||||
Convertible Debt (Textual) | ||||||
Offering units of shares | 36 | |||||
Securities unit price | $ 250,000 | |||||
Principal amount | $ 250,000 | |||||
Warrant term | 3 years | |||||
Common stock, par value | $ 0.001 | |||||
Warrants exercise price | $ 0.01 | |||||
Warrant holder to purchase shares | 37,500 |
Share Based Payments and Stoc33
Share Based Payments and Stock Options (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share Based Payments and Stock Options [Abstract] | ||||
Shares based expense from issuance of Common Stock and warrants | $ 275,986 | $ 268,990 | $ 434,326 | $ 345,990 |
Shares based expense from issuance of common stock options | 61,162 | 56,418 | 119,022 | 56,418 |
Total non-cash compensation | $ 337,148 | $ 325,408 | $ 553,348 | $ 402,408 |
Share Based Payments and Stoc34
Share Based Payments and Stock Options (Details 1) - Options [Member] | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding | shares | 2,622,000 |
Shares, Issued | shares | 105,000 |
Shares, Exercised | shares | (518,333) |
Shares, Forfeited or expired | shares | (124,667) |
Shares, Outstanding | shares | 2,084,000 |
Shares, Vested | shares | 1,513,998 |
Weighted - Average Exercise Price, Outstanding beginning balance | $ 0.99 |
Weighted - Average Exercise Price, Granted | 3.48 |
Weighted - Average Exercise Price, Exercised | 0.62 |
Weighted - Average Exercise Price, Forfeited or expired | 0.71 |
Weighted - Average Exercise Price, Outstanding ending balance | 1.22 |
Weight - Average Exercise Price, Options vested | $ 0.91 |
Weighted - Average Remaining Contractual Term, Outstanding beginning balance | 2 years 4 months 6 days |
Weighted - Average Remaining Contractual Term, Outstanding ending balance | 2 years 3 months 15 days |
Weighted - Average Remaining Contractual Term, Options vested | 1 year 6 months 18 days |
Weighted - Average Grant Date Fair Value, Outstanding beginning balance | $ 0.32 |
Weighted - Average Grant Date Fair Value, Granted | 1.89 |
Weighted - Average Grant Date Fair Value, Exercised | 0.08 |
Weighted - Average Grant Date Fair Value, Forfeited or expired | 0.13 |
Weighted - Average Grant Date Fair Value Outstanding ending balance | 0.46 |
Weighted - Average Grant Date Fair Value, Options vested | $ 0.30 |
Share Based Payments and Stoc35
Share Based Payments and Stock Options (Details Textual) - shares | Mar. 06, 2014 | Jun. 30, 2018 |
Share Based Payments and Stock Options (Textual) | ||
Description of stock options | Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to a ten-percent stockholder which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a ten-percent stockholder) from the date of grant. | The maximum shares of Common Stock which may be issued over the term of the plan shall not exceed 2,500,000 shares. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or "nonstatutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our Common Stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a ten-percent stockholder) from the date of grant. |
Stock issued over the term of the plan | 2,500,000 |
Stock Purchase Warrants (Detail
Stock Purchase Warrants (Details) - Stock Warrants [Member] | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Stock Purchase Warrants [Line Items] | |
Shares, Outstanding | shares | 3,605,728 |
Shares, Issued | shares | (1,666,500) |
Shares, Exercised | shares | (1,712,228) |
Forfeited | shares | |
Shares, Outstanding | shares | 3,560,000 |
Weighted - Average Exercise Price, Outstanding beginning balance | $ / shares | $ 1.84 |
Weighted - Average Exercise Price, Granted | $ / shares | 0.35 |
Weighted - Average Exercise Price, Exercised | $ / shares | 1.13 |
Weighted - Average Exercise Price, Forfeited | $ / shares | |
Weighted - Average Exercise Price, Outstanding ending balance | $ / shares | $ 1.55 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Stockholders' Equity (Textual) | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares outstanding | 23,964,516 | 16,846,835 | |
Issued shares of common stock | 80,000 | ||
Stock issued for consulting services, shares | 100,000 | ||
Stock issued for consulting services, value | $ 251,890 | ||
Common stock upon cashless exercise options | 340,580 | ||
Sale of stock common shares | 1,825,000 | ||
Offering costs | $ 3,291,565 | $ 3,291,565 | |
Purchase warrants of common stock | 718,572 | ||
Common stock exercised proceeds | 503,000 | $ 503,000 | |
Common stock of employee consultants | $ 248,000 | ||
Common stock of employee consultants, shares | 125,000 | ||
Common stock issued for prepaid services | $ 45,000 | $ 251,890 | |
Warrant [Member] | |||
Stockholders' Equity (Textual) | |||
Issued shares of common stock | 100,000 | ||
Stock issued for consulting services, shares | 100,000 | ||
Stock issued for consulting services, value | $ 77,000 | ||
Options [Member] | |||
Stockholders' Equity (Textual) | |||
Issued shares of common stock employee bonuses | 45,000 | ||
Common stock upon the exercise of common stock options | 118,334 | ||
Common stock upon cashless exercise options | 400,000 | ||
Common Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Acquisition of common stock, value | $ 1,390,550 | ||
Acquisition of common stock, shares | 560,000 | ||
Issued shares of common stock employee bonuses | 26,000 | ||
Issued value of common stock employee bonuses | $ 108,000 | ||
Stock issued for consulting services, shares | 100,000 | ||
Stock issued for consulting services, value | $ 45,000 | ||
Common stock upon exercise of common stock warrants | 1,446,433 | ||
Common stock upon the exercise of common stock options | 118,334 | ||
Common Stock [Member] | Warrant [Member] | |||
Stockholders' Equity (Textual) | |||
Issued shares of common stock | 3,333,333 | ||
Conversion price | $ 3 | ||
Common stock upon conversion of convertible debt value | 475,000 | ||
Common stock upon conversion of convertible debt shares | $ 1,425,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Potentially dilutive securities (Line Items) | ||
Potentially dilutive securities warrants and options | 6,461,500 | 7,417,157 |
Stock purchase warrants [Member] | ||
Potentially dilutive securities (Line Items) | ||
Potentially dilutive securities warrants and options | 3,560,000 | 5,392,157 |
Options [Member] | ||
Potentially dilutive securities (Line Items) | ||
Potentially dilutive securities warrants and options | 2,084,000 | 2,022,000 |
Convertible debt warrant [warrants] | ||
Potentially dilutive securities (Line Items) | ||
Potentially dilutive securities warrants and options | 817,500 |
Acquisitions (Details)
Acquisitions (Details) | Jun. 30, 2018USD ($) |
Business Acquisition [Line Items] | |
Inventory | $ 2,164,950 |
Prepaids and other current assets | 30,200 |
Furniture and equipment | 84,600 |
Goodwill | 2,681,650 |
Total | 4,961,400 |
Acquisition 1 [Member] | |
Business Acquisition [Line Items] | |
Inventory | 1,002,300 |
Prepaids and other current assets | 30,200 |
Furniture and equipment | |
Goodwill | 1,351,000 |
Total | 2,383,500 |
Acquisition 2 [Member] | |
Business Acquisition [Line Items] | |
Inventory | 389,800 |
Prepaids and other current assets | |
Furniture and equipment | 30,000 |
Goodwill | 654,000 |
Total | 1,073,800 |
Acquisition 3 [Member] | |
Business Acquisition [Line Items] | |
Inventory | 517,950 |
Prepaids and other current assets | |
Furniture and equipment | 50,000 |
Goodwill | 540,250 |
Total | 1,108,200 |
Acquisition 4 [Member] | |
Business Acquisition [Line Items] | |
Inventory | 254,900 |
Prepaids and other current assets | |
Furniture and equipment | 4,600 |
Goodwill | 136,400 |
Total | $ 395,900 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Private Placement [Member] $ in Millions | Jul. 13, 2018USD ($) |
Subsequent Event (Textual) | |
Total consideration | $ 6.6 |
Purchase agreement, description | As consideration for the assets, the Company agreed to pay the sellers a total of (i) $1,500,000 for inventory; (ii) $100,000 for the unencumbered fixed assets; (iii) (a) 925,000 shares of the Company's restricted Common Stock (valued at approximately $3.7 million), (b) $825,000 cash and (c) a promissory note of $500,000 for the intangible assets and goodwill. |