Note 2 - Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of June 30, 2020, and December 31, 2019. Significant intercompany balances and transactions have been eliminated. Basis of presentation The accompanying financial statements present the balance sheets, statements of operations, stockholders' deficit and cash flows of the Company. The financial statements have been prepared in accordance with U.S. GAAP. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. The ultimate impact from COVID-19 on the Company’s operations and financial results during 2020 will depend on, among other things, the ultimate severity and scope of the pandemic, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease, the rate at which historically large increases in unemployment rates will decrease, if at all, and whether, and the speed with which the economy recovers. We are not able to fully quantify the impact that these factors will have on our financial results during 2020 and beyond, but expect developments related to COVID-19 to materially affect the Company’s financial performance in 2020. Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. Advertising Advertising costs are expensed when incurred. All advertising takes place at the time of expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were not significant. Cash Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of June 30, 2020, and December 31, 2019, the Company had no cash equivalents. The following table provides a reconciliation of cash and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. June 30, June 30, 2020 2019 Cash $ 695,996 $ 160,177 Restricted cash included in other non-current assets - 207,311 Total cash and restricted cash shown in statement of cash flows $ 695,996 $ 367,488 Major Customers The Company had one customer that made up 8% of accounts receivable as of June 30, 2020. The Company had one customer that made up 7% of accounts receivable as of December 31, 2019. For the six months ended June 30, 2020, the Company had one customer that made up 10% of total revenues. For the six months ended June 30, 2019, the Company had two customers that made up 15% and 11%, respectively, of total revenues. Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of June 30, 2020, and December 31, 2019, allowance for bad debt was $0 and $0, respectively. Inventory Inventory for all subsidiaries, except Deluxe, is valued at weighted average and first-in; first-out basis for Deluxe. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into three areas, raw materials, work-in-process and finished goods. Inventory, net at June 30, 2020 and December 31, 2019 consists of: June 30, December 31, 2020 2019 Raw materials $ 1,451,357 $ 1,791,733 WIP 278,757 576,196 Finished goods 677,847 59,972 2,407,961 2,427,901 Reserve - (26,659) Inventory, net $ 2,407,961 $ 2,401,242 Property and Equipment Property and equipment are carried at cost less depreciation. Depreciation and amortization are provided principally on the straight-line method over the estimated useful lives of the assets, which range from five years to 39 years as follows: Automobiles & Trucks 5 to 7 years Buildings and improvements 15 to 39 years Leasehold Improvements 15 years or time remaining on lease (whichever is shorter) Machinery and equipment 5 to 7 years Maintenance and repair costs are charged against income as incurred. Significant improvements or betterments are capitalized and depreciated over the estimated life of the asset. Property and equipment consisted of the following as of June 30, 2020 and December 31, 2019: June 30, December 31, 2020 2019 Automobiles and trucks $ 911,114 $ 563,614 Machinery and equipment 5,328,093 3,792,964 Office furniture and fixtures 119,546 119,526 Building 16,167,000 14,167,000 Leasehold improvements - 12,816 Total Property and equipment 22,525,753 18,655,920 Less: Accumulated depreciation (2,366,870) (1,498,075) Property and equipment, net $ 20,158,883 $ 17,157,845 During the year ended December 31, 2019, the Company terminated its lease agreement for the building it leased in San Diego, California which removed $3,895,000 and $294,525 from building and leasehold improvements, respectively. The lease of the San Diego building was accounted for as a capital lease. In addition, as part of the termination, the Company issued the landlord a note payable in the amount of $2,740,000. (See Note 5) Purchased Intangibles and Other Long-Lived Assets The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between three and fifteen years as follows: Customer lists 3 to 15 years Non-compete agreements 15 years Software development 5 years Intangible assets consisted of the following as of June 30, 2020 and December 31, 2019: June 30, December 31, 2020 2019 Software $ 278,474 $ 278,474 Noncompete 100,000 100,000 Customer lists 2,981,187 2,861,187 Total Intangible assets 3,359,661 3,239,661 Less: Accumulated amortization (507,292) (465,043) Intangibles, net $ 2,852,369 $ 2,774,618 During the six months ended June 30, 2020, the Company determined that due to the loss of a significant customer, the customer list for APF was impaired and took a charge to earnings of $671,500. Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Twelve Months Ending June 30, 2021 $ 510,960 2022 510,960 2023 469,473 2024 174,028 2025 174,028 Thereafter 1,012,920 Total $ 2,852,369 Other long-term assets consisted of the following as of June 30, 2020 and December 31, 2019: June 30, December 31, 2020 2019 Deposits $ 293,327 $ 285,927 Other 33,417 33,417 $ 326,744 $ 319,344 Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Accounting for the Impairment of Long-Lived Assets Goodwill In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of June 30, 2020, and December 31, 2019, the reporting units with goodwill were QCA, APF, Morris and Excel. The Company used qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. During the six months ended June 30, 2020, the Company determined that the goodwill for APF was impaired and took a charge to earnings of $440,100. Fair Value Measurement The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes and line of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. For additional information, please see Note 11 – Derivative Liabilities and Fair Value Measurements. Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. Revenue is recognized under Topic 606 · executed contracts with the Company’s customers that it believes are legally enforceable; · identification of performance obligations in the respective contract; · determination of the transaction price for each performance obligation in the respective contract; · allocation the transaction price to each performance obligation; and · recognition of revenue only when the Company satisfies each performance obligation. The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. ALTIA Revenues recorded by ALTIA relate primarily to the Company’s 6th Sense Auto service. The Company accounts for its revenue by deferring the total contract amount and recognizing the amounts over the monthly subscription period, ranging from 12 to 36 months. QCA and Excel Fabrication QCA and Excel Fabrication are contract manufacturers and recognize revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial. APF APF is a contract manufacturer and recognizes revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial. Morris Sheet Metal and Deluxe Sheet Metal For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For certain of our revenue streams, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, are billed pursuant to contract terms that are standard within the industry, resulting in contract assets being recorded, as revenue is recognized in advance of billings. Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from our construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation. Contract Retentions As of June 30, 2020, and December 31, 2019, accounts receivable included retainage billed under terms of our contracts. These retainage amounts represent amounts which have been contractually invoiced to customers where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions or completion of the project. Earnings (loss) per share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. The only potentially dilutive securities outstanding during the periods presented were the convertible debt and options. The following table illustrates the computation of basic and diluted EPS for the three and six months ended June 30, 2020 and 2019: For the Three Months Ended June 30, 2020 For the Three Months Ended June 30, 2019 Net Income (Loss) Shares Per Share Amount Net Income (Loss) Shares Per Share Amount Basic EPS Income (loss) available to stockholders $ (2,562,914) 131,173,215 $ (0.02) $ (4,956,676) 38,675,118 $ (0.13) Dilute EPS Income (loss) available to stockholders plus assumed conversions $ (2,562,914) 131,173,215 $ (0.02) $ (4,956,676) 38,675,118 $ (0.13) For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019 Net Income (Loss) Shares Per Share Amount Net Income (Loss) Shares Per Share Amount Basic EPS Income (loss) available to stockholders $ (2,312,526) 129,190,454 $ (0.02) $ (3,967,165) 35,347,086 $ (0.11) Effect of Dilutive Securities Convertible debt (1,772,619) 9,881,522 - - Dilute EPS Income (loss) available to stockholders plus assumed conversions $ (4,085,145) 139,071,976 $ (0.03) $ (3,967,165) 35,347,086 $ (0.11) Stock-based compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services in accordance with ASC 718-10, Compensation – Stock Compensation Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging Debt with Conversion and Other Options Related Party Disclosure ASC 850, Related Party Disclosures Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new standard represents significant changes to accounting for credit losses. Full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope. The current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold. The expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment Intangibles - Goodwill and Other In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |