Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2019 | |
Document And Entity Information | |
Entity Registrant Name | H/Cell Energy Corp |
Entity Central Index Key | 0001676580 |
Document Type | S-1 |
Document Period End Date | Mar. 31, 2019 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | |||
Cash and cash equivalents | $ 328,439 | $ 359,134 | $ 455,700 |
Accounts receivable | 937,897 | 1,087,381 | 808,050 |
Prepaid expenses | 18,772 | 16,282 | 14,669 |
Current right-of-use (ROU) asset | 92,269 | ||
Costs and earnings in excess of billings | 48,052 | 45,478 | 51,531 |
Total current assets | 1,425,429 | 1,508,275 | 1,329,950 |
Property and equipment, net | 494,491 | 476,436 | 102,573 |
Security deposits and other non-current assets | 38,992 | 32,530 | 8,416 |
Deferred tax asset | 50,000 | 50,000 | 44,257 |
Customer lists, net | 78,524 | 83,645 | |
ROU asset | 167,985 | ||
Other long term asset | 30,000 | ||
Goodwill | 1,373,621 | 1,373,621 | |
Total assets | 3,659,042 | 3,524,507 | 1,485,196 |
Current liabilities | |||
Accounts payable and accrued expenses | 695,997 | 891,354 | 631,385 |
Management fees payable - related party | 31,257 | ||
Earn-out payable | 195,132 | 190,736 | |
Billings in excess of costs and earnings | 41,881 | 195,331 | 87,206 |
Sales and withholding tax payable | 54,071 | 59,857 | 61,239 |
Current equipment notes payable | 32,052 | 38,991 | |
Current operating lease liability | 92,269 | ||
Current finance lease payable | 72,510 | 65,265 | |
Current capital lease payable | 65,265 | ||
Current convertible notes payable - related party, net of discounts | 257,659 | ||
Income tax payable | 32,259 | 48,643 | 98,313 |
Total current liabilities | 1,473,830 | 1,490,177 | 909,400 |
Noncurrent liabilities | |||
Line of credit | 172,715 | 28,359 | |
Lease operating liability | 167,985 | ||
Finance leases | 306,163 | 232,876 | |
Equipment notes payable | 65,779 | 121,038 | |
Capital leases | 232,876 | ||
Convertible notes payable - related party, net of discounts | 61,609 | 29,122 | |
Total noncurrent liabilities | 774,251 | 411,395 | |
Total liabilities | 2,248,081 | 1,901,572 | 909,400 |
Commitments and contingencies | |||
Stockholders' equity | |||
Preferred stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding | |||
Common stock - $0.0001 par value; 25,000,000 shares authorized; 7,621,024, 7,586,024 and 7,041,579 shares issued and outstanding as of March 31, 2019, December 31, 2018 and December 31, 2017, respectively | 762 | 758 | 704 |
Additional paid-in capital | 2,896,524 | 2,983,476 | 1,335,656 |
Accumulated deficit | (1,429,402) | (1,285,764) | (731,754) |
Accumulated other comprehensive loss | (56,923) | (75,535) | (28,810) |
Total stockholders' equity | 1,410,961 | 1,622,935 | 575,796 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 3,659,042 | $ 3,524,507 | $ 1,485,196 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares issued | 7,621,024 | 7,586,024 | 7,041,579 |
Common stock, shares outstanding | 7,621,024 | 7,586,024 | 7,041,579 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - and Other Comprehensive Income - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||||
Construction income | $ 1,704,273 | $ 1,694,535 | $ 7,505,889 | $ 6,266,967 |
Related party | 31,789 | 40,548 | 85,919 | |
Total revenue | 1,704,273 | 1,726,324 | 7,546,437 | 6,352,886 |
Cost of goods sold | ||||
Direct costs | 1,196,438 | 1,209,413 | 5,492,607 | 4,241,421 |
Direct costs - related party | 31,617 | 40,376 | 87,649 | |
Total cost of goods sold | 1,196,438 | 1,241,030 | 5,532,983 | 4,329,070 |
Gross profit | 507,835 | 485,294 | 2,013,454 | 2,023,816 |
Operating expenses | ||||
General and administrative expenses | 607,052 | 555,184 | 2,368,860 | 1,776,859 |
Management fees - related party | 19,500 | 19,500 | 78,000 | 184,004 |
Total operating expenses | 626,552 | 574,684 | 2,446,860 | 1,960,863 |
Loss from operations | (118,717) | (89,390) | (433,406) | 62,953 |
Other expenses | ||||
Interest expense | 1,833 | 3,946 | 26,584 | |
Interest expense - related party | 36,095 | 14,215 | 79,622 | |
Change in fair value earn-out | 4,396 | 15,418 | ||
(Gain) loss on fixed asset disposal | (17,403) | 3,418 | (17,277) | |
Total other expenses | 24,921 | 21,579 | 104,347 | |
Income tax provision | 16,257 | 54,056 | ||
Net loss | (143,638) | (110,969) | (554,010) | 8,897 |
Other comprehensive income (loss), net | ||||
Foreign currency translation adjustment | 18,612 | (10,259) | (46,725) | 21,996 |
Comprehensive loss | $ (125,026) | $ (121,228) | $ (600,735) | $ 30,893 |
Loss per share | ||||
Basic | $ (0.02) | $ (0.02) | $ (0.07) | $ 0 |
Diluted | $ (0.02) | $ (0.02) | $ (0.07) | $ 0 |
Weighted average common shares outstanding | ||||
Basic | 7,593,413 | 7,486,024 | 7,586,024 | 6,703,223 |
Diluted | 7,593,413 | 7,486,024 | 7,586,024 | 7,699,743 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Gain (Loss) [Member] | Total |
Balance at Dec. 31, 2016 | $ 313 | $ 1,283,422 | $ (740,651) | $ (50,806) | $ 492,278 | |
Balance, shares at Dec. 31, 2016 | 3,131,579 | |||||
Issuance of common stock | $ 380 | (380) | ||||
Issuance of common stock, shares | 3,800,000 | |||||
Common stock issued for services | $ 1 | 4,999 | 5,000 | |||
Common stock issued for services, shares | 10,000 | |||||
Stock-based compensation expense | 46,625 | 46,625 | ||||
Stock option exercise | $ 10 | 990 | $ 1,000 | |||
Stock option exercise, shares | 100,000 | 100,000 | ||||
Net income (loss) | 8,897 | 21,996 | $ 8,897 | |||
Foreign currency translation adjustment | 21,996 | |||||
Balance at Dec. 31, 2017 | $ 704 | 1,335,656 | (731,754) | (28,810) | 575,796 | |
Balance, shares at Dec. 31, 2017 | 7,041,579 | |||||
Stock-based compensation expense | 68,293 | 68,293 | ||||
Stock option exercise | $ 10 | 990 | $ 1,000 | |||
Stock option exercise, shares | 100,000 | 100,000 | ||||
Issuance of common stock in February 2018, PVBJ Acquisition | $ 44 | 1,183,537 | $ 1,183,581 | |||
Issuance of common stock in February 2018, PVBJ Acquisition shares | 444,445 | |||||
Beneficial conversion feature | 395,000 | 395,000 | ||||
Net income (loss) | (554,010) | (46,725) | (554,010) | |||
Foreign currency translation adjustment | (46,725) | |||||
Balance at Dec. 31, 2018 | $ 758 | 2,983,476 | (1,285,764) | (75,535) | 1,622,935 | |
Balance, shares at Dec. 31, 2018 | 7,586,024 | |||||
Stock-based compensation expense | 8,562 | $ 8,562 | ||||
Stock option exercise, shares | ||||||
Share donation | $ 4 | 23,446 | $ 23,450 | |||
Share donation, shares | 35,000 | |||||
Beneficial conversion feature | 97,500 | 97,500 | ||||
Debt extinguishment | (216,460) | (216,460) | ||||
Net income (loss) | (143,638) | (143,638) | ||||
Foreign currency translation adjustment | 18,612 | 18,612 | ||||
Balance at Mar. 31, 2019 | $ 762 | $ 2,896,524 | $ (1,429,402) | $ (56,923) | $ 1,410,961 | |
Balance, shares at Mar. 31, 2019 | 7,621,024 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (143,638) | $ (110,969) | $ (554,010) | $ 8,897 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||
Depreciation and amortization | 72,015 | 33,352 | 194,105 | 32,585 |
Stock based compensation | 8,562 | 17,148 | 68,293 | 51,625 |
Change in deferred tax asset | 5,743 | (44,257) | ||
(Gain) loss on sale of assets | (17,403) | 3,418 | (17,276) | (77) |
Change in fair value contingent consideration | 4,396 | 15,418 | ||
Bad debt expense | 616 | |||
Change in operating assets and liabilities: | ||||
Change in operating ROU asset | 260,524 | |||
Share donation | 23,450 | |||
Change in operating ROU liability | (260,524) | |||
Accounts and retainage receivable | 154,680 | (39,654) | (219,501) | (157,164) |
Other long term asset | (30,000) | |||
Prepaid expenses and other costs | (2,481) | (4,284) | (2,018) | (420) |
Costs in excess of billings | (2,258) | (28,969) | 1,067 | 40,373 |
Income tax payable | 4,066 | |||
Accounts payable and accrued expenses | (207,426) | 217,910 | 28,261 | (5,128) |
Billings in excess of costs | (153,792) | 34,354 | 114,656 | 3,668 |
Net cash (used in) provided by operating activities | (293,894) | 126,372 | (364,646) | (69,898) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of fixed assets | (79,912) | (68,628) | (46,690) | (36,943) |
Cash acquired in business acquisition | 30,408 | |||
Proceeds from disposition of property and equipment | 72,638 | 393 | 67,959 | 11,969 |
Security deposits | (6,415) | (14,412) | (26,922) | |
Net cash (used in) investing activities | (13,689) | (82,647) | 24,755 | (24,974) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of convertible debt | 147,500 | 395,000 | 395,000 | |
Proceeds from issuance of notes payable | 61,062 | |||
Net proceeds from line of credit | 144,356 | 27,175 | ||
Repayments on long term debt | (351,481) | |||
Payments of related party interest | (48,000) | |||
Repayments on capital leases | (9,985) | (16,619) | (51,048) | |
Repayments on notes payable | (8,382) | (14,113) | (47,684) | |
Proceeds related to stock option exercises | 1,000 | 1,000 | ||
Net cash provided by financing activities | 273,489 | 73,849 | 276,443 | 1,000 |
Net increase (decrease) in cash and cash equivalents | (34,094) | 117,574 | (63,448) | (93,872) |
Effect of foreign currency translation on cash | 3,399 | 18,704 | (33,118) | 11,705 |
Cash and cash equivalents -beginning | 359,134 | 455,700 | 455,700 | 537,867 |
Cash and cash equivalents - ending | 328,439 | 591,978 | 359,134 | 455,700 |
Supplemental disclosure of non-cash investing and financing activities | ||||
Common stock issued for acquisition of business | 1,177,779 | 1,177,779 | ||
Fair value of net assets acquired in business combination | 2,056,344 | 2,056,344 | ||
Beneficial conversion feature | $ 190,000 | $ 2,214 | $ 365,878 |
Organization and Line of Busine
Organization and Line of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS H/Cell Energy Corporation (the “Company”) was incorporated in the state of Nevada on August 17, 2015. The Company, based in Dallas, Texas, is a company whose principal operations consist of designing and installing clean energy systems with a focus on hydrogen energy. Effective January 31, 2017, the Company acquired The Pride Group (QLD) Pty Ltd, an Australian company (“Pride”). Founded in 1997, Pride is a provider of security systems integration for a variety of customers in the government and commercial sector and has launched a new clean energy systems division to focus on the high growth renewable energy market in Asia-Pacific. The new clean energy division has generated some revenue and has begun to bid a number of projects. On February 1, 2018, the Company acquired PVBJ Inc. (“PVBJ”) for 444,445 shares of the Company’s common stock with a fair value of $1,177,779 and $221,800 in earn-out liability (see Note 11). Established in 2008, PVBJ is well recognized for the design, installation, maintenance and emergency service of environmental systems both in residential and commercial markets. PVBJ is now expanding into clean energy systems. The Company has developed a hydrogen energy system for residential and commercial use designed to create electricity. This system uses renewable energy as its source for hydrogen production. It functions as a self-sustaining clean energy system using hydrogen and fuel cell technology. It can be configured as an off grid solution for all electricity needs or it can be connected to the grid to generate energy credits. Its production of electricity is truly eco-friendly, as it is not produced by the use of fossil fuels. It is a revolutionary green-energy concept that is safe, renewable, self-sustaining and cost effective. | 1. ORGANIZATION AND LINE OF BUSINESS H/Cell Energy Corporation (the “Company”) was incorporated in the state of Nevada on August 17, 2015. The Company, based in Dallas, Texas, is a company whose principal operations consist of designing and installing clean energy systems with a focus on hydrogen energy. Effective January 31, 2017, the Company acquired The Pride Group (QLD) Pty Ltd, an Australian company (“Pride”) (see Note 11). Founded in 1997, Pride is a provider of security systems integration for a variety of customers in the government and commercial sector and has launched a new clean energy systems division to focus on the high growth renewable energy market in Asia-Pacific. The new clean energy division has generated some revenue and has begun to bid a number of projects. On February 1, 2018, the Company acquired PVBJ Inc. (“PVBJ”) for 444,445 shares of the Company’s common stock with a fair value of $1,177,779 and $221,800 in earn-out liability (see Note 12). Established in 2008, PVBJ is well recognized for the design, installation, maintenance and emergency service of environmental systems both in residential and commercial markets. PVBJ is now expanding into clean energy systems. The Company has developed a hydrogen energy system for residential and commercial use designed to create electricity. This system uses renewable energy as its source for hydrogen production. It functions as a self-sustaining clean energy system using hydrogen and fuel cell technology. It can be configured as an off grid solution for all electricity needs or it can be connected to the grid to generate energy credits. Its production of electricity is truly eco-friendly, as it is not produced by the use of fossil fuels. It is a revolutionary green-energy concept that is safe, renewable, self-sustaining and cost effective. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2018, included in the Company’s 2018 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2018 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At March 31, 2019 and December 31 2018, there was no allowance for doubtful accounts required. Goodwill and Finite-Lived Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 37% and 41% of the Company’s consolidated total assets at March 31, 2019 and December 31, 2018, respectively. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. The Company performed its annual impairment test for PVBJ in December of 2018. Based on the results of the qualitative testing, there was no impairment. The PVBJ reporting unit exceeded acquisition projections in 2018 and expects to meet future projections. As of March 31, 2019, the Company had recorded goodwill in the amount of $1,373,621 related to the PVBJ acquisition. The performance of the Company’s fiscal 2018 impairment analysis did not result in an impairment of the Company’s goodwill. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. Foreign Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). The financial records of Pride located in Australia, is maintained in the local currency, the Australian Dollar (AUD$) which is also its functional currency. For the three months ended March 31, 2019, the Company recorded other comprehensive income of $18,612 in the condensed consolidated financial statements. For the three months ended March 31, 2018, the Company recorded other comprehensive loss from a translation loss of $10,259 in the condensed consolidated financial statements. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning January 1, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Under ASU 2014-09 requirements, the Company recognizes revenue from the installation or construction of projects and service or short term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five step process is as follows: Identify the Contract with a Customer The Company receives almost all of its contracts from only two sources, referrals or government bids. In a referral, a client that the Company has an ongoing business relationship refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the Performance Obligations in the Contract The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual service, then the service is considered the only performance obligation. If the contractual service includes design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the Transaction Price The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; or 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, a budget of projected costs is generated for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract. Allocate the Transaction Price to the Performance Obligations in the Contract If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts. Recognize Revenue When (or As) the Entity Satisfies a Performance Obligations The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” Disaggregated Revenue For the three months ended March 31, 2019 and 2018, revenues from contracts with customers summarized by Segment Geography and Revenue Stream were as follows: Three Months Ended March 31, 2019 March 31, 2018 United States – Service $ 514,955 $ 375,451 Australia – Service 567,121 514,183 United States – Contract 160,000 0 Australia – Contract 462,197 836,690 Total $ 1,704,273 $ 1,726,324 Cash and Cash Equivalents Cash and cash equivalents includes cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of March 31, 2019 or December 31, 2018. Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Our outstanding awards do not contain market or performance conditions. Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2018, 2017 and 2016 income tax returns are still open for examination by the taxing authorities. Fair Value of Financial Instruments Except for the Company’s earn-out liability, the carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Balance at December 31, 2018 $ 190,736 Payments - Adjustments to fair value 4,396 Balance at March 31, 2019 $ 195,132 The Company values earn-out obligations using a probability weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., minimum and maximum payments, length of earn-out periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. The contingent earn-out obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of diluted loss per share excludes dilutive securities for the three months ended March 31, 2019 and 2018 because their inclusion would be anti-dilutive. Dilutive securities for the three months ended March 31, 2019 and 2018 were as follows: March 31, 2019 March 31, 2018 Options to purchase common stock 968,500 1,050,000 Convertible debt 1,100,000 800,000 Totals 2,068,500 1,850,000 | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At December 31, 2018 and December 31 2017, there was no allowance for doubtful accounts required. Property and Equipment, and Depreciation Property and equipment are stated at cost. Depreciation is generally provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease or the estimated useful life of the improvement. Repairs and maintenance that do not improve or extend the lives of the property and equipment are charged to expense as incurred. Goodwill and Finite Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over 5 years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total identifiable intangible assets comprised 41% of our consolidated total assets at December 31, 2018. There were no intangible assets or goodwill at December 31, 2017. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. The Company performed its annual impairment test for PVBJ. Based on the results of the qualitative testing, the fair value did not exceed the carrying value. The PVBJ reporting unit exceeded acquisition projections in 2018 and expects to meet future projections. As of December 31, 2018, the Company had recorded goodwill in the amount of $1,373,621 related to the PVBJ acquisition. The performance of the Company’s fiscal 2018 impairment analysis did not result in an impairment of the Company’s goodwill. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. Advertising Costs Advertising costs are charged to expense during the period in which they are incurred. Advertising expense for the years ended December 31, 2018 and 2017 was $4,426 and $3,166, respectively. Foreign Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). The financial records of Pride located in Australia, is maintained in the local currency, the Australian Dollar (AUD$) which is also its functional currency. For the year ended December 31, 2018, the Company recorded other comprehensive loss from a translation loss of $46,725 in the consolidated financial statements. For the year ended December 31, 2017, the Company recorded other comprehensive gain from a translation gain of $21,996 in the consolidated financial statements. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” (“Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Under ASC Topic 606 requirements, the Company recognizes revenue from the installation or construction of projects and service or short term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five step process is as follows: Identify the contract with a customer: The Company receives almost all of its contracts from only two sources, referrals or government bids. In a referral, a client that the company has an ongoing business relationship refers the company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the performance obligations in the contract: The performance obligation of the company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual service, then the service is considered the only performance obligation. If the contractual service includes design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the transaction price: The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable consideration are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; or 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, a budget of projected costs are generated for the contract based on the contract price. The Company has a trend of overestimating costs to the project in order to reduce the frequency of change orders required for a project. If the scope of the contract during the contractual period needs to be modified the company typically files a change order. The company does not continue to perform services until the change modification is agreed upon with documentation by both the company and the client. There are few times that claims, extras, or back charges are included in the contract. Allocate the transaction price to the performance obligations in the contract: If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one client, the company has a policy of splitting out the services over multiple contracts. Recognize revenue when (or as) the entity satisfies a performance obligations: The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” Disaggregated Revenue: For the year ended December 31, 2018, revenues from contracts with customers summarized by Segment Geography and Revenue Stream were as follows: 2018 2017 United States - Service $ 2,440,854 $ - Australia - Service 1,941,078 1,877,755 United States - Contract 40,548 85,919 Australia - Contract 3,123,957 4,389,212 Total $ 7,546,437 $ 6,352,886 Cash and Cash Equivalents Cash and cash equivalents includes cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2018 or December 31, 2017. At times during the years ended December 31, 2018 and 2017, balances exceeded the FDIC insurance limit of $250,000. Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Our outstanding awards do not contain market or performance conditions. Sales and Use Tax The Company collects sales tax in various jurisdictions. Upon collection from customers, it records the amount as a payable to the related jurisdiction. On a periodic basis, it files a sales tax return with the jurisdictions and remits the amount indicated on the return. Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2018, 2017, 2016 and 2015 income tax returns are still open for examination by the taxing authorities. Fair Value of Financial Instruments Except for the Company’s earn-out liability, the carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Balance at December 31, 2017 $ - Earn-out liability from acquisition of PVBJ Inc. 175,318 Payments - Adjustments to fair value 15,418 Balance at December 31, 2018 $ 190,736 The Company values earn-out obligations using a probability weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., minimum and maximum payments, length of earn-out periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. The contingent earn-out obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of diluted loss per share excludes dilutive securities for the year ended December 31, 2018 because their inclusion would be anti-dilutive. Dilutive securities for the years ended December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 Options to purchase common stock 955,000 1,050,000 Convertible debt 800,000 - Totals 1,755,000 1,050,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 3. RELATED PARTY TRANSACTIONS The Company’s former office space during the year ended December 31, 2018 consisted of approximately 800 square feet, which was donated to it from one of its executive officers. There was no lease agreement and the Company paid no rent. In April 2018, Rezaul Karim a former director exercised 100,000 options. In June 2016, the Company entered into a contract with Rezaul Karim, one of its former directors, for the installation of an HC-1 system. The system installation was complete as of March 31, 2018. The system installation generated $31,789 of revenue during the three months ended March 31, 2018. The Company subcontracted the installation of the system to Renewable Energy Holdings LLC (“REH”), a company owned by Mike Strizki, one of the Company’s executive officers. James Strizki, one of the Company’s executive officers, is vice president of operations at REH. There was $31,617 of costs for the three months ended March 31, 2018. The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. There was $19,500 of management fees expensed for the three months ended March 31, 2019 and 2018 to Turquino Equity LLC (Turquino”), a significant shareholder. On January 2, 2018, the Company entered into a securities purchase agreement with two of its directors, pursuant to which the Company sold an aggregate principal amount of $400,000 in 12% Convertible Debentures (“2018 Debentures”). On February 8, 2019, the Company and the holders of the 2018 Debentures entered into amendments (the “Amendments”) to the 2018 Debentures. On August 21, 2018, PVBJ entered into a loan and security agreement (the “Credit Agreement”) with Thermo Communications Funding, LLC (“Thermo”). The Credit Agreement provides for a revolving line of credit in an amount not to exceed $350,000, which is evidenced by a promissory note issued by PVBJ to Thermo (the “Note”). Pursuant to the Credit Agreement, PVBJ granted a security interest to Thermo in all of its assets. In addition, pursuant to a limited recourse guaranty, Andrew Hidalgo, the Company’s Chief Executive Officer personally guaranteed the repayment of the Credit Agreement under certain conditions. On February 8, 2019, the Company entered into a securities purchase agreement with two of its directors, pursuant to which the Company sold an aggregate principal amount of $150,000 in 10% Convertible Debentures (“2019 Debentures”). The 2019 Debentures, together with any accrued and unpaid interest, become due and payable on February 8, 2021 (the “2021 Maturity Date”). Interest on the 2019 Debentures accrues at the rate of 10% per annum, payable monthly in cash, beginning on March 1, 2019 and through the 2021 Maturity Date. The 2019 Debentures are convertible into common stock at a conversion price of $0.50 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. In connection with this convertible note payable, the Company recorded a $97,500 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. | 3. RELATED PARTY TRANSACTIONS The Company’s former office space during the years ended December 31, 2017 and 2018 consisted of approximately 800 square feet, which was donated to it from one of its executive officers. There was no lease agreement and the Company paid no rent. Effective February 4, 2016, the Company sold 526,316 shares of common stock to Reza Enterprises, Inc., an entity beneficially owned by Rezaul Karim. In connection with, and as a condition of closing, the Company agreed to appoint Rezaul Karim to its board of directors. Rezaul Karim resigned from the board of directors effective April 1, 2017. On April 1, 2017, the Company entered into a consulting agreement with Rezaul Karim for a period of one year to promote our products and services. In April of 2017 and 2018, Rezaul Karim exercised 100,000 options. In June 2016, the Company entered into a contract with Rezaul Karim, one of its former directors, for the installation of an HC-1 system. The system installation was complete pending any change orders as of December 31, 2018, and generated $31,789 and $85,919 of revenue for the years ended December 31, 2018 and 2017, respectively. The Company subcontracted the installation of the system to Renewable Energy Holdings LLC (“REH”), a company owned by Mike Strizki, one of the Company’s executive officers. James Strizki, one of the Company’s executive officers, is vice president of operations at REH. Costs incurred for REH were $31,617 and $87,649 for the years ended December 31, 2018 and 2017, respectively. In September 2018, the Company entered into a contract with Steve Mullane, the Executive General Manager of Pride, for a solar installation. The system installation was complete as of December 31, 2018 and generated $8,759 of revenue in 2018 along with costs of $8,759. The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. At December 31, 2018 and December 31, 2017, the balances due to Turquino Equity LLC (Turquino”), a significant shareholder, amounted to $0 and $31,257, respectively. These balances represent expenses for management services. There was $78,000 of management fees expensed for the year ended December 31, 2018 and $184,004 for the year ended December 31, 2017. On January 2, 2018, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with two of its directors, pursuant to which the Company sold an aggregate principal amount of $400,000 in 12% Convertible Debentures (“Debentures”), convertible into shares of the Company’s common stock at a conversion price of $0.75 per share. The Debentures, together with any accrued and unpaid interest, become due and payable on January 2, 2020 (the “Maturity Date”). Interest on the Debentures accrues at the rate of 12% per annum, payable monthly in cash, beginning on February 1, 2018 and through the Maturity Date. The Debentures are convertible into common stock at a conversion price of $0.75 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. Subsequent to December 31, 2018, the Debentures were amended to reduce the interest rate to 10% and reduce the conversion price to $0.50 (see Note 20). In connection with this convertible note payable, the Company recorded a $395,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. On August 21, 2018, PVBJ entered into a loan and security agreement (the “Credit Agreement”) with Thermo Communications Funding, LLC (“Thermo”). The Credit Agreement provides for a revolving line of credit in an amount not to exceed $350,000, which is evidenced by a promissory note issued by PVBJ to Thermo (the “Note”). Pursuant to the Credit Agreement, PVBJ granted a security interest to Thermo in all of its assets. In addition, pursuant to a limited recourse guaranty, Andrew Hidalgo, the Company’s Chief Executive Officer personally guaranteed the repayment of the Credit Agreement under certain conditions. |
Significant Concentrations of C
Significant Concentrations of Credit Risk | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | ||
Significant Concentrations of Credit Risk | 4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Cash is maintained at an authorized deposit-taking institution (bank) incorporated in both the United States and Australia and is insured by the U.S. Federal Deposit Insurance Corporation and Australian Securities & Investments Commission up to $250,000 and approximately $186,000 USD in total, respectively. At March 31, 2019 and December 31, 2018, the balance was fully covered under the $250,000 threshold in the United States. In Australia the balance exceeded the threshold by $34,553 at March 31, 2019 and $133,578 at December 31, 2018. Credit risk for trade accounts is concentrated as well because substantially all of the balances are receivable from entities located within certain geographic regions. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions, but does not generally require collateral. In addition, at March 31, 2019, approximately 10% of the Company’s accounts receivable was from one customer and, at December 31, 2018, approximately 20% of the Company’s accounts receivable was due from two unrelated customers, each at 10%. | 4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Cash is maintained at an authorized deposit-taking institution (bank) incorporated in both the United States and Australia and is insured by the U.S. Federal Deposit Insurance Corporation and Australian Securities & Investments Commission up to $250,000 and approximately $186,000 USD in total, respectively. At December 31, 2018 and 2017 the balance was fully covered under the $250,000 threshold in the United States. In Australia the balance exceeded the threshold by $133,578 at December 31, 2018 and $265,273 at December 31, 2017. Credit risk for trade accounts is concentrated as well because substantially all of the balances are receivable from entities located within certain geographic regions. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions, but does not generally require collateral. In addition, at December 31, 2018, approximately 20% of the Company’s accounts receivable was due from two unrelated customers, each at 10%. At December 31, 2017, approximately 36% of the Company’s accounts receivable was due from three unrelated customers, 14%, 12% and 10%, respectively. |
Major Customers
Major Customers | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Major Customers | ||
Major Customers | 5. MAJOR CUSTOMERS During the three months ended March 31, 2019, there was no customers with a concentration of 10% or higher of the Company’s revenue. During the three months ended March 31, 2018, there was one customer with a concentration of 10% or higher of the Company’s revenue at 30%. | 5. MAJOR CUSTOMERS There were three customers with a concentration of 10% or higher of the Company’s revenue, two at 13% and one at 12% for the year ended December 31, 2018, and three customers, at 24% and two at 12%, for the year ended December 31, 2017. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT At December 31, 2018 and December 31, 2017, property and equipment were comprised of the following: December 31, 2018 December 31, 2017 Furniture and fixtures (5 to 7 years) $ 11,661 $ 6,857 Machinery and equipment (5 to 7 years) 36,969 35,919 Computer and software (3 to 5 years) 88,021 94,761 Auto and truck (5 to 7 years) 785,979 250,044 Leasehold improvements (life of lease) 34,788 40,608 957,418 428,189 Less accumulated depreciation 480,982 325,616 $ 476,436 $ 102,573 Depreciation expense for the years ended December 31, 2018 and 2017 was $145,606 and $31,985, respectively. |
Uncompleted Contracts
Uncompleted Contracts | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Contractors [Abstract] | ||
Uncompleted Contracts | 6. UNCOMPLETED CONTRACTS Costs, estimated earnings and billings on uncompleted contracts are summarized as follows at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Costs incurred on uncompleted contracts $ 931,173 $ 811,173 Estimated earnings 329,198 469,109 Costs and estimated earnings earned on uncompleted contracts 1,260,371 1,280,282 Billings to date 1,259,446 1,265,475 Costs and estimated earnings in excess of billings on uncompleted contracts 925 14,807 Costs and earnings in excess of billings on completed contracts 5,246 (164,660 ) $ 6,171 $ (149,853 ) Costs in excess of billings $ 48,052 $ 45,478 Billings in excess of cost (41,881 ) (195,331 ) $ 6,171 $ (149,853 ) | 7. UNCOMPLETED CONTRACTS Costs, estimated earnings and billings on uncompleted contracts are summarized as follows at December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Costs incurred on uncompleted contracts $ 811,173 $ 2,485,787 Estimated earnings 469,109 779,598 Costs and estimated earnings on uncompleted contracts 1,280,282 3,265,385 Billings to date 1,265,475 3,553,817 Costs and estimated earnings in excess of billings on uncompleted contracts 14,807 (288,432 ) Costs and earnings in excess of billings on completed contracts (164,660 ) (252,757 ) $ (149,853 ) $ (35,675 ) Costs in excess of billings $ 45,478 $ 51,531 Billings in excess of cost (195,331 ) (87,206 ) $ (149,853 ) $ (35,675 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 7. LEASES Operating Leases For leases with a term of 12 months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, and we recognize lease expense for such leases on a straight-line basis over the lease term. The Company previously entered into two leases for office space in Woombye and Brisbane, Queensland, Australia, both which expired in April 2018. The Company signed new leases in January 2019 for a Dallas, Texas shared office space, which ends in December 2019, and February 2018 for new office space in Kunda Park, Queensland Australia, which started in May 2018 and expires in May 2023. The Company also renewed the Brisbane office space for one year, starting in May 2018. The Company’s office in Downingtown, Pennsylvania is month to month. On March 25, 2019 the Company signed a lease for new office space in Brisbane, which has a fixed 3% increase annually expiring in March 2025 which includes a renewal period of three years which management is reasonably certain will be exercised. The Company analyzed this lease and determined that this agreement meets the definition of a lease under ASC 842, as it provides management with the exclusive right to direct the use of and obtain substantially all of the economic benefits from the identified leased asset, which is the office space. Management also analyzed the terms of this arrangement and concluded it should be classified as an operating lease, as none of the criteria were met for finance lease classification. As there was only one identified asset, no allocation of the lease payments was deemed necessary. Management did not incur any initial direct costs associated with this lease. As of the commencement date, which was March 25, 2019, a right to use asset and lease liability of $130,736 was recorded on the condensed consolidated balance sheet based on the present value of payments in the lease agreement. Per review of the lease agreement, there was no variable terms identified and there is no implicit rate stated. Therefore, the Company determined the present value of the future minimum lease payments based on the incremental borrowing rate of the company. The incremental borrowing rate was determined to be 10%, as this is the rate which represents the incremental borrowing rate for the Company, on a collateralized basis, in a similar economic environment with similar payment terms. The future minimum payments on the office space leases for each of the next seven years and in the aggregate amount to the following: 2019 $ 61,500 2020 82,855 2021 84,021 2022 85,221 2023 57,125 2024 43,732 2025 11,013 $ 425,467 Rent expense for each of the three months ended March 31, 2019 and 2018 amounted to approximately $23,000 and is included in “General and Administrative” expenses on the related statements of operations. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Finance Leases Under the new leasing standard, ASU 2016-02, Leases (Topic 842), (“ASU 2016-02”), leases that are more than one year in duration are capitalized and recorded on the balance sheet. Some of the Company’s leases, specifically for automobiles and office space, offer an option to extend the term of such leases. During the three months March 31, 2019, the Company leased equipment under two finance leases, with a net book value of $468,490, which expire in October 2023 and February 2025. During the three months ended March 31, 2018, the Company leased equipment under four capital leases, with a net book value of $165,609. The obligations are payable in monthly installments ranging from approximately $503 to $1,578 with interest rates from 3.0% to 5.57% per annum. The leases are secured by the related equipment. At March 31, 2019, the Company had 13 finance leases approximate payments to be made on these finance lease obligations are as follows: 2019 $ 64,040 2020 85,387 2021 77,816 2022 66,445 2023 62,936 Thereafter 59,851 Finance lease obligation 416,475 Less: amounts representing interest 37,802 Current maturities of capital lease obligations 72,510 Finance lease obligations, non-current $ 306,163 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 8. COMMITMENTS The Company previously entered into two operating leases for office space in Woombye and Brisbane, Queensland, Australia, both which expired in April 2018. The Company signed a new lease in February of 2018 for new office space in Kunda Park Queensland Australia, starting in May 2018 and expiring in May 2021. The Company also renewed the Brisbane office space for one year starting in May 2018. The Company’s office in Downingtown, Pennsylvania was renewed in January of 2018 for a one-year period. The future minimum payments on the leases for each of the next three years and in the aggregate amount to the following: 2019 54,050 2020 39,639 2021 13,213 $ 106,902 Rent expense for the year ended December 31, 2018 and 2017 was $98,593 and $90,000, respectively and is included in “General and Administrative” expenses on the related statements of operations. During the year December 31, 2018, the Company had vehicles leased under two capital leases, with a net book value of $324,495, which expire in June 2020 and December 2025. During the year ended December 31, 2017, the Company had no capital leases. The obligations are payable in monthly installments ranging from approximately $503 to $1,578 with interest rates from 3.0% to 5.57% per annum. The leases are secured by the related equipment. At December 31, 2018, approximate payments to be made on these capital lease obligations are as follows: 2019 $ 75,342 2020 75,342 2021 60,734 2022 43,703 2023 39,531 Thereafter 29,843 Capital lease obligation 324,495 Less: amounts representing interest 26,354 Current maturities of capital lease obligations 65,265 Capital lease obligations, non-current $ 232,876 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Debt | 8. DEBT Long-term debt consisted of the following: Equipment Notes Payable March 31, 2019 December 31, 2018 Note payable with monthly payments of $716, including interest at 6.50% per annum through November 2020. $ 16,228 $ 18,707 Note payable with monthly payments of $615.25, including interest at 6.80% per annum through August 2021. $ 16,903 $ 18,383 Note payable with monthly payments of $1,294.50, including interest at 14.72% per annum through March 2023. $ 48,103 $ 50,072 Note payable with monthly payments of $1,063.45, including interest at 5.76% per annum through April 2021. $ 16,597 $ 18,539 Note payable with monthly payments of $946.84 including interest at 6.14% per annum through December 2024. $ - $ 54,328 Total: $ 97,831 $ 160,029 Total current portion: $ (32,052 ) $ (38,991 ) Total non-current portion: $ 65,779 $ 121,038 At March 31, 2019, approximate principal payments to be made on these debt obligations are as follows: Year ending December 31: Amount 2019 (remaining) $ 32,052 2020 28,478 2021 15,117 2022 12,759 2023 9,425 Thereafter - $ 97,831 Convertible Note Payable On January 2, 2018, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with two of its directors, pursuant to which the Company sold an aggregate principal amount of $400,000 in 12% Convertible Debentures (“Debentures”), convertible into shares of the Company’s common stock at a conversion price of $0.75 per share. The Debentures, together with any accrued and unpaid interest, become due and payable on January 2, 2020 (the “Maturity Date”). Interest on the Debentures accrues at the rate of 12% per annum, payable monthly in cash, beginning on February 1, 2018 and through the Maturity Date. The Debentures are convertible into common stock at a conversion price of $0.75 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. In connection with this convertible note payable, the Company recorded a $395,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. On February 8, 2019, the Debentures were amended to reduce the interest rate to 10% and reduce the conversion price to $0.50 (the “Revised Debentures”), providing the issuance of an additional 266,667 shares upon conversion. In conjunction with these amendments, the convertible note was re-evaluated in accordance with ASC 470-50 - Debt Modifications and Extinguishments provides for treatment as a capital contribution, whereby the related extinguishment loss will instead be recorded within the Company’s Additional Paid in Capital balance. In connection with the Revised Debentures, the Company incurred $2,500 of legal fees and recorded a $160,000 beneficial conversion feature, both of which are recorded as a discount on debt and amortized over the life of the note using the effective interest method, or until the note is converted or repaid. For the three months ended March 31, 2019, the Company incurred interest expense of $36,095, of which $21,301 related to the amortization of the 2018 Debentures debt discount and $1,626 for the 2019 Debentures debt discount. For the three months ended March 31, 2018, the Company incurred interest expense of $14,215, of which $2,214 related to the amortization of the discount for the 2018 Debentures. | 9. DEBT Long-term debt consisted of the following: Equipment Notes Payable December 31, 2018 December 31, 2017 Note payable with monthly payments of $716, including interest at 6.50% per annum through November 2020. $ 18,707 $ - Note payable with monthly payments of $615.25, including interest at 6.80% per annum through August 2021. $ 18,383 - Note payable with monthly payments of $1,294.50, including interest at 14.72 per annum through March 2023. $ 50,072 $ - Note payable with monthly payments of $1,063.45, including interest at 5.76% per annum through April 2021 $ 18,539 $ - Note payable with monthly payments of $946.84 including interest at 6.14% per annum through December 2024. $ 54,328 $ - Total: $ 160,029 $ - Total current portion: $ (38,991 ) $ - Total non-current portion: $ 121,038 $ - Aggregate annual principal payments in the fiscal years subsequent to December 31, 2018, are as follows: Year ending December 31: Amount 2019 $ 49,318 2020 46,567 2021 29,614 2022 22,307 2023 25,653 Thereafter 11,362 Notes payable obligation 184,821 Less amounts representing interest (24,792 ) $ 160,029 Convertible Note Payable On January 2, 2018, the Company entered into an agreement with two related parties, who are directors of the Company and issued a 12.0% interest bearing convertible debenture for $400,000 due on January 2, 2020, with conversion features commencing immediately following the date of the note. Payments of interest only were due monthly beginning January 2018. The Debentures are convertible into common stock at a conversion price of $0.75 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. In connection with this convertible note payable, the Company recorded a $395,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. The Company incurred $5,000 of legal fees for preparation of the financing documents, which has been reflected as an additional debt discount. For the year ended December 31, 2018, the Company incurred interest expense of $106,206, of which $29,122 related to the amortization of the discount. For the year ended December 31, 2017, the Company incurred no interest expense. |
Contract Backlog
Contract Backlog | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Contract Backlog | ||
Contract Backlog | 9. CONTRACT BACKLOG As of March 31, 2019, the Company had a contract backlog approximating $436,239, with anticipated direct costs to complete approximating $329,198. At December 31, 2018, the Company had a contract backlog approximating $583,392, with anticipated direct costs to completion approximating $452,884. | 10. CONTRACT BACKLOG At December 31, 2018, the Company had a contract backlog approximating $583,392, with anticipated direct costs to completion approximating $452,884. At December 31, 2017, the Company had a contract backlog approximating $1,091,816, with anticipated direct costs to completion approximating $808,098. |
Acquisition Under Common Contro
Acquisition Under Common Control | 12 Months Ended |
Dec. 31, 2018 | |
Acquisition Under Common Control | |
Acquisition Under Common Control | 11. ACQUISITION UNDER COMMON CONTROL On January 31, 2017, the Company entered into a share exchange agreement (the “Exchange Agreement”) by and among the Company, Pride, Turquino and Stephen Paul Mullane and Marie Louise Mullane as Trustees of the Mullane Family Trust (the “Mullane Trust” and together with Turquino, the “Pride Shareholders”). Andrew Hidalgo and Matthew Hidalgo, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, are each a managing partner of Turquino. Pursuant to the Purchase Agreement, the Company acquired all of the issued and outstanding capital stock of PVBJ from Benis Holdings for an aggregate amount equal to (i) $221,800 (the “Cash Purchase Price”) which will be paid in the form of an earn-out and (ii) 444,445 shares of the Company’s common stock, par value $.0001 per share having a fair value of $1,177,779 (the “Acquisition Shares”). Pursuant to the Purchase Agreement, the Acquisition Shares were issued at closing, and the earn-out will be paid to Benis Holdings from positive earnings before taxes of PVBJ, with Benis Holdings to receive 50% of annual earnings before taxes of PVBJ until such time as Benis Holdings has received the full Cash Purchase Price. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Other Intangibles | 10. GOODWILL AND OTHER INTANGIBLES The tables below present a reconciliation of the Company’s goodwill and intangibles: Goodwill Balance at December 31, 2018 $ 1,373,621 Adjustments - Balance at March 31, 2019 $ 1,373,621 Intangibles – customer list Balance at December 31, 2018 $ 83,645 Amortization 5,121 Balance at March 31, 2019 $ 78,524 The customer list will continue to be amortized at $5,121 a quarter until December 31, 2022. The remaining $1,707 will be amortized in January 2023. | 12. GOODWILL AND OTHER INTANGIBLES The tables below present a reconciliation of the Company’s goodwill and intangibles: Goodwill Balance at December 31, 2017 $ - Goodwill from acquisition of PVBJ Inc. 1,373,621 Adjustments - Balance at December 31, 2018 $ 1,373,621 Intangibles – customer list Balance at December 31, 2017 $ - Customer list from acquisition of PVBJ Inc. 102,422 Amortization (18,777 ) Balance at December 31, 2018 $ 83,645 The Company has elected to early adopt ASU 2017-04 as of January 1, 2018 which is outlined below in Note 18 in performing their 2018 impairment test and as previously stated noted no impairment. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Acquisition | 13. BUSINESS ACQUISITION On February 1, 2018, the Company entered into a stock purchase agreement (the “Purchase Agreement”) by and among the Company, PVBJ and Benis Holdings LLC, the sole shareholder of PVBJ (“Benis Holdings”). Pursuant to the Purchase Agreement, the Company acquired all of the issued and outstanding capital stock of PVBJ from Benis Holdings for an aggregate amount equal to (i) $221,800 (the “Cash Purchase Price”) and (ii) 444,445 shares of the Company’s common stock, par value $.0001 per share having a fair value of $1,177,779 (the “Acquisition Shares”). Pursuant to the Purchase Agreement, the Acquisition Shares were issued at closing, and the earn-out will be paid to Benis Holdings from positive earnings before taxes of PVBJ, with Benis Holdings to receive 50% of annual earnings before taxes of PVBJ until such time as Benis Holdings has received the full Cash Purchase Price. In connection with the acquisition of PVBJ, the Company entered into an employment agreement (the “Employment Agreement”) with Paul V. Benis, Jr. to serve as an Executive Vice President of the Company for a period of three years. Pursuant to the Employment Agreement, Mr. Benis shall receive an annual salary of $150,000 and have oversight of the business operations of PVBJ. The consideration transferred in the acquisition was as follows: Upfront consideration $ 1,177,779 Liabilities assumed 878,565 Total $ 2,056,343 The acquisition accounting of PVBJ, including the fair values of working capital balances, property and equipment, identifiable intangible assets and goodwill was finalized in the fourth quarter of the year ended December 31, 2018. Management did not need to record any measurement period adjustments during the period. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 30,408 Accounts receivable 277,338 Property and equipment, net 272,554 Customer list 102,422 Goodwill 1,373,621 Total assets acquired 2,056,344 Accounts payable (112,590 ) Debt assumed (590,657 ) Earn-out liability (175,318 ) Total liabilities assumed (878,565 ) Total net assets acquired $ 1,177,779 The goodwill arising from the acquisition represents the expected synergistic benefits of the transaction, primarily related to lower future operating expenses and the knowledge and experience of the workforce in place. The goodwill is not deductible for income tax purposes. A summary of identifiable intangible assets acquired, useful lives and amortization method is as follows: Useful Life in Amount Years Amortization Customer List $ 102,422 5 Straight Line Total $ 102,422 The results of PVBJ’s operations are included in the consolidated statements of operations beginning February 1, 2018. PVBJ’s net loss for year ended December 31, 2018 totaled $27,682. The net loss of the Company includes acquired intangible asset amortization of $18,777 for the year ended December 31, 2018. For year ended December 31, 2018, acquisition related costs for the Company totaled $44,500 and are included in general and administration expenses. Pro forma results for H/Cell Energy Corporation giving effect to the PVBJ Inc. acquisition The following pro forma financial information presents the combined results of operations of PVBJ and the Company for the years ended December 31, 2018 and 2017. The pro forma financial information presents the results as if the acquisition had occurred as of the beginning of 2017. The unaudited pro forma results presented include amortization charges for acquired intangible assets, interest expense and stock-based compensation expense. Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2017. Year Ended December 31, 2018 Year Ended December 31, 2017 Revenues $ 7,755,567 $ 8,533,972 Net loss (549,235 ) (83,468 ) Net loss per share: Basic (0.07 ) (0.01 ) Diluted (0.07 ) (0.01 ) |
Stock Options Awards and Grants
Stock Options Awards and Grants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock Options Awards and Grants | 11. STOCK OPTIONS AWARDS AND GRANTS A summary of the stock option activity and related information for the 2016 Incentive Stock Option Plan from December 31, 2018 to March 31, 2019 is as follows: Shares Weighted- Weighted-Average Aggregate Outstanding at December 31, 2018 955,000 0.29 3.40 461,251 Grants 15,000 1.15 4.81 - Exercised - - - - Canceled (1,500 ) 0.05 - (629 ) Outstanding at March 31, 2019 968,500 $ 0.28 3.49 $ 460,622 Exercisable at March 31, 2019 531,250 $ 0.28 3.49 $ 258,090 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s weighted average grant date stock price of $0.3958 per share, which would have been received by the option holders had those option holders exercised their options as of that date. It also includes options granted at exercise prices of $2.00, $1.50, $1.00 and $1.15, which were equal to the closing sales price of the Company’s common stock on the dates of grant. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For incentive options granted to employees, the Company accounts for the expected life in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards was estimated using the Black-Scholes pricing model. As of March 31, 2019, there was $48,076 of unrecognized compensation expense. As of March 31, 2018, there was $93,218 of unrecognized compensation expense. | 14. STOCK OPTIONS AWARDS AND GRANTS A summary of the stock option activity and related information for the Company’s 2016 Incentive Stock Option Plan from December 31, 2017 to December 31, 2018 is as follows: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2015 - Grants 1,000,000 $ 0.01 5.00 $ 387,450 Exercised - Canceled - Outstanding at December 31, 2016 1,000,000 $ 0.01 3.19 $ 387,450 Grants 150,000 1.83 4.35 165,477 Exercised (100,000 ) 0.01 - (38,745 ) Canceled - Outstanding at December 31, 2017 1,050,000 $ 0.27 3.35 514,182 Exercisable at December 31, 2017 - $ - - $ - Outstanding at December 31, 2017 1,050,000 $ 0.27 3.35 $ 514,182 Grants 30,000 0.03 4.89 - Exercised (100,000 ) 0.01 - (38,475 ) Canceled (25,000 ) 0.03 - (14,456 ) Outstanding at December 31, 2018 955,000 0.29 3.40 461,251 Exercisable at December 31, 2018 106,250 $ 0.26 2.98 $ 120,063 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s weighted average grant date stock price of $0.3958 per share, which would have been received by the option holders had those option holders exercised their options as of that date. It also includes options granted at exercise prices of $2.00, $1.50, and $1.00, which were equal to the closing sales price of the Company’s common stock on the dates of grant. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For incentive options granted to employees, the Company accounts for the expected life in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards was estimated using the Black-Scholes pricing model. As of December 31, 2018, there was $56,745 of unrecognized compensation expense. At December 31, 2017, there was $110,366 of unrecognized compensation expense. |
Segment Information
Segment Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Segment Information | 12. SEGMENT INFORMATION Our business is organized into two reportable segments: renewable systems integration revenue and non-renewable systems integration revenue. The reporting segments follow the same accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements. The following represents selected information for the Company’s reportable segments for the three months ended March 31, 2019 and 2018. March 31, 2019 December 31, 2018 Assets by Segment Renewable systems integration $ 1,640,549 $ 1,540,423 Non-renewable systems integration 2,018,493 1,984,084 $ 3,659,042 $ 3,524,507 For the Three Months Ended March 31, 2019 March 31, 2018 Revenue by segment Renewable systems integration $ 49,514 $ 31,789 Non-renewable system integration 1,654,759 1,694,535 $ 1,704,273 $ 1,726,324 Cost of sales by segment Renewable systems integration $ 37,785 $ 31,617 Non-renewable system integration 1,158,653 1,209,413 $ 1,196,438 $ 1,241,030 Operating expenses Renewable Systems integration $ 167,540 $ 161,692 Non-renewable system Integration 459,012 412,992 $ 626,552 $ 574,684 Operating (loss) income by segment Renewable Systems integration $ (155,811 ) $ (161,520 ) Non-renewable system Integration 37,094 72,130 $ (118,717 ) $ (89,390 ) | 15. SEGMENT INFORMATION The Company’s business is organized into two reportable segments: renewable systems integration revenue and non-renewable systems integration revenue. The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial statements. The following represents selected information for the Company’s reportable segments for the years ended December 31, 2018 and 2017. December 31, 2018 December 31, 2017 Assets by Segment Renewable systems integration $ 1,540,423 $ 27,589 Non-renewable systems integration 1,984,084 1,457,607 3,524,507 $ 1,485,196 For the Years Ended December 31, 2018 December 31, 2017 Revenue by segment Renewable systems integration – related party $ 40,548 $ 85,919 Non-renewable system integration 7,505,889 6,266,967 $ 7,546,437 $ 6,352,886 Cost of sales by segment Renewable systems integration – related party $ 40,376 $ 87,649 Non-renewable system integration 5,492,607 4,241,421 $ 5,532,983 $ 4,329,070 Operating expenses Renewable Systems integration $ 565,700 $ 261,118 Non-renewable system Integration 1,881,160 1,699,745 $ 2,446,860 $ 1,960,863 Operating (loss) income by segment Renewable Systems integration $ (565,528 ) $ (262,633 ) Non-renewable system Integration 132,122 325,586 $ (433,406 ) $ 62,953 |
401(k) Plans
401(k) Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
401(k) Plans | 16. 401(k) PLANS Substantially all of the Company’s employees may elect to defer a portion of their annual compensation in the Company-sponsored 401(k) tax-deferred savings plans. The Company makes matching contributions in these plans. The amount charged to expense for these plans was $12,324 for the year ended December 31, 2018. There was no expense for year ended December 31, 2017. |
Income Tax
Income Tax | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income Tax | 13. INCOME TAX For the three months ended March 31, 2019 and 2018, the Company did not record any income tax expense or benefit. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2019 and 2018, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. | 17. INCOME TAX The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2018 2017 Current U.S. Federal $ - $ - U.S. State and local 13 - Australia 9 98 Total current 22 98 Year Ended December 31, 2018 2017 Deferred U.S. Federal $ - $ - U.S. State and local - - Australia (6 ) (44 ) Total deferred (6 ) (44 ) Total income tax expense 16 54 At December 31, 2018 and 2017, the Company had deferred tax assets of $430,000 and $235,000, respectively, against which a valuation allowance of $380,000 and $191,000, respectively, had been recorded. The change in the valuation allowance for the year ended December 31, 2018 was an increase of $189,000. The increase in the valuation allowance for the year ended December 31, 2018 was mainly attributable to increases in U.S. net operating losses and share-based compensation, which resulted in an increase in the Company’s deferred tax assets. The Company established valuation allowances equal to the full amount of its U.S. deferred tax assets because of the uncertainty of the realization of these deferred tax assets in future periods. The Company periodically assesses the likelihood that it will be able to recover the deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income. Significant components of our deferred tax assets at December 31, 2018 and 2017 were as follows ($ in thousands): Year Ended December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards – U.S. 224 68 Charitable contribution carryforward 3 - Share-based compensation 153 123 Accrued liabilities 50 44 Gross deferred tax assets 430 235 Valuation allowance (380 ) (191 ) Net deferred tax assets 50 44 A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2018 and 2017 is as follows: For the Year Ended December 31, 2018 2017 U.S. federal statutory tax rate 21.0 % 34.0 % State income taxes, net of federal benefit (7.1 ) (67.2 ) U.S. vs. foreign tax rate differential - (20.7 ) Impact of tax law change - 140.5 Deferred tax adjustments - (205.7 ) Deemed repatriation - 34.7 Other (9.5 ) (8.1 ) Change in valuation allowance (7.4 ) 178.4 Effective tax rate (3.0 )% 85.9 % The Company had approximately $749,000 and $235,000 of gross net operating loss (“NOL”) carryforwards (U.S. federal and state) as of December 31, 2018 and 2017, respectively, which begin to expire after 2036 through 2038. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any one year may be limited. The Tax Cuts and Jobs Act (the “Act”) was enacted in December 2017. Among other things, the Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, eliminates the alternative minimum tax for corporations, and creates a one-time deemed repatriation of profits earned outside of the U.S. The reduction of the corporate tax rate resulted in a write-down of the Company’s gross deferred tax assets of approximately $88,000, and a corresponding write-down of the valuation allowance. The one-time deemed repatriation of profits by the Company’s Australian subsidiary in 2017 resulted in a decrease in its NOL of approximately $64,000. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Loss per share | |
Earnings (Loss) Per Share | 19. EARNINGS (LOSS) PER SHARE The following table sets forth the information needed to compute basic and diluted earnings (loss) per share: Year Ended Year Ended Net income (loss) $ (554,010 ) $ 8,897 Weighted average common shares outstanding 7,586,024 6,703,223 Dilutive securities Convertible debt 601,704 - Options 951,034 996,520 Diluted weighted average common shares outstanding 7,586,024 7,699,743 Basic net income (loss) per share $ (0.07 ) 0.00 Diluted net income (loss) per share $ (0.07 ) 0.00 For the year ended December 31, 2018 certain potential shares of common stock have been excluded from the calculation of diluted income per share because of a net loss, and therefore, the effect on diluted income per share would have been anti-dilutive. |
Note Payable
Note Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Note Payable | 14. NOTE PAYABLE On August 21, 2018, PVBJ entered into a loan and security agreement (the “Credit Agreement”) with Thermo Communications Funding, LLC (“Thermo”). The Credit Agreement provides for a revolving line of credit in an amount not to exceed $350,000, which is evidenced by a promissory note issued by PVBJ to Thermo (the “Note”). Pursuant to the Credit Agreement, PVBJ granted a security interest to Thermo in all of its assets. In addition, pursuant to a limited recourse guaranty, Andrew Hidalgo, the Company’s Chief Executive Officer personally guaranteed the repayment of the Credit Agreement under certain conditions. Pursuant to the terms of the Credit Agreement, the Company is permitted to borrow up to $350,000 under the revolving credit line, under a borrowing base equal to the lesser of (i) or 85% of Eligible Accounts (as defined in the Credit Agreement). Borrowings under the Credit Agreement may be used for working capital and to refinance certain existing debt of PVBJ. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Principal covenants include a debt service coverage ratio of not less than 1.15 to 1.0, a fixed charge coverage ratio of not less than 1.15 to 1.0, and maintaining a tangible net worth of at least $150,000, excluding intercompany loans to H/Cell. The loan commitment shall expire on August 21, 2020. As of March 31, 2019, the Company was in compliance with these covenants. The interest rate applicable to revolving loans under the Credit Agreement is prime plus 5.0%, subject to a minimum interest rate of 9.5%. The Company paid a loan commitment fee of $7,000, of which $3,500 was paid on closing, and $3,500 will be paid on the first anniversary. The Company will also pay a monthly monitoring fee during the term of the Credit Agreement of 0.33% of the average outstanding balance, payable monthly in arrears. The Company may prepay the Note at any time and terminate the Credit Agreement. In the event that the Company terminates the Credit Agreement, the Company will pay Thermo an early termination fee equal to 4% of the pro rata portion, which pro rata portion is determined by multiplying $350,000 by the number of months prior to the second anniversary of the effective date of the Credit Agreement and then dividing that by 24. The obligations of PVBJ under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, which includes customary events of default including, without limitation, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, cross-defaults, bankruptcy and insolvency related defaults, defaults relating to judgments, an ERISA reportable event occurs, a change of control and a change in the Company’s financial condition that could have a material adverse effect on the Company. As of March 31, 2019, funds totaling $120,848 were available for borrowing under the Credit Agreement. | 20. NOTE PAYABLE On August 21, 2018, PVBJ entered into a loan and security agreement (the “Credit Agreement”) with Thermo Communications Funding, LLC (“Thermo”). The Credit Agreement provides for a revolving line of credit in an amount not to exceed $350,000, which is evidenced by a promissory note issued by PVBJ to Thermo (the “Note”). Pursuant to the Credit Agreement, PVBJ granted a security interest to Thermo in all of its assets. In addition, pursuant to a limited recourse guaranty, Andrew Hidalgo, the Company’s Chief Executive Officer personally guaranteed the repayment of the Credit Agreement under certain conditions. Pursuant to the terms of the Credit Agreement, the Company is permitted to borrow up to $350,000 under the revolving credit line, under a borrowing base equal to the lesser of (i) or 85% of Eligible Accounts (as defined in the Credit Agreement). Borrowings under the Credit Agreement may be used for working capital and to refinance certain existing debt of PVBJ. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Principal covenants include a debt service coverage ratio of not less than 1.15 to 1.0, a fixed charge coverage ratio of not less than 1.15 to 1.0, and maintaining a tangible net worth of at least $150,000, excluding intercompany loans to H/Cell. The loan commitment shall expire on August 21, 2020. As of December 31, 2018, the Company was in compliance with these covenants. The interest rate applicable to revolving loans under the Credit Agreement is prime plus 5.0%, subject to a minimum interest rate of 9.5%. The Company paid a loan commitment fee of $7,000, of which $3,500 was paid on closing, and $3,500 will be paid on the first anniversary. The Company will also pay a monthly monitoring fee during the term of the Credit Agreement of 0.33% of the average outstanding balance, payable monthly in arrears. The Company may prepay the Note at any time and terminate the Credit Agreement. In the event that the Company terminates the Credit Agreement, the Company will pay Thermo an early termination fee equal to 4% of the pro rata portion, which pro rata portion is determined by multiplying $350,000 by the number of months prior to the second anniversary of the effective date of the Credit Agreement and then dividing that by 24. The obligations of PVBJ under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, which includes customary events of default including, without limitation, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, cross-defaults, bankruptcy and insolvency related defaults, defaults relating to judgments, an ERISA reportable event occurs, a change of control and a change in the Company’s financial condition that could have a material adverse effect on the Company. As of December 31, 2018, funds totaling $38,296 were available for borrowing under the Thermo Credit Agreement. |
Equity Purchase Agreement
Equity Purchase Agreement | 3 Months Ended |
Mar. 31, 2019 | |
Equity Purchase Agreement | |
Equity Purchase Agreement | 15. EQUITY PURCHASE AGREEMENT On March 12, 2019, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with an accredited investor (the “Investor”), pursuant to which the Investor has agreed to purchase from the Company up to $450,000 in shares (the “Shares”) of the Company’s common stock, subject to certain limitations and conditions set forth in the Equity Purchase Agreement. Under the Equity Purchase Agreement, the Investor has the right, at any time, to purchase Shares by delivering the Company a purchase notice, specifying the number of Shares to be purchased. The purchase price for the Shares under the Equity Purchase Agreement will be 60% of the lowest closing price of the Company’s common stock in the five consecutive trading days preceding the Investor’s receipt of the Shares subject to such equity purchase. In addition, the Investor has an obligation, to the extent it has not already made voluntary purchases, to purchase up to (i) $200,000 in Shares within 15 Trading Days (as defined in the Equity Purchase Agreement) after the effective date of the Registration Statement (as defined below) and (ii) $450,000 in Shares within 70 Trading Days after the effective date of the Registration Statement. The Company has the right to reject any purchase notice from the Investor by delivering written notice of such rejection within one trading day after receipt. If the Company rejects any purchase notice, the Investor has no further obligations to purchase Shares under the Equity Purchase Agreement. The Company may terminate the Equity Purchase Agreement at any time by written notice to the Investor in the event of a material breach of the Equity Purchase Agreement by the Investor. In addition, the Equity Purchase Agreement will automatically terminate on the earliest of: (i) the date that the Investor has purchased $450,000 of Shares; (ii) 70 Trading Days after the effective date of the Registration Statement; or (iii) the date the Registration Statement is no longer effective. The obligation of the Investor to purchase the Shares is subject to several conditions, including, among other thing, (i) that the Company has an effective registration statement with the SEC registering the Shares for resale, and (ii) that the purchase of the Shares shall not cause the Investor to own more than 9.99% of the outstanding shares of common stock. In connection with the Equity Purchase Agreement, the Company agreed to pay $15,000 of fees to the Investor, of which $10,000 was paid on execution of the Equity Purchase Agreement, and the remaining $5,000 will be paid on the first sale of Shares. Pursuant to the Registration Rights Agreement, the Company is required to register the Shares on a registration statement (the “Registration Statement”) to be filed with the SEC within 15 calendar days after the Company filed its annual report for the fiscal year ended December 31, 2018. The Company timely filed the Registration Statement with the SEC. No sales have been made pursuant to the Equity Purchase Agreement as of the date of this quarterly report. Additionally, on March 12, 2019, the Company agreed to donate 35,000 shares of common stock to the manager of the Investor. The Company recorded value of these shares at the market price and is included in general and administrative expenses. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | ||
Recent Accounting Pronouncements | 16. RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02 and issued subsequent amendments to the initial guidance thereafter. This ASU requires an entity to recognize an ROU asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification of the underlying lease as either finance or operating. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for the Company on January 1, 2019. Entities are required to adopt ASU 2016-02 using a modified retrospective transition method. Full retrospective transition is prohibited. The guidance permits an entity to apply the standard’s transition provisions at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption (i.e., on the effective date). The Company adopted the new standard on its effective date. The new standard provides several optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient not to separate lease and non-lease components for all of its leases in existence at December 31, 2018, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of the Company’s lease components for balance sheet purposes. For the three months ended March 31, 2019, the Company recognized additional lease liabilities of $261,047 with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments for existing leases on its Condensed Consolidated Balance Sheets. See Note 8, “Leases,” above, for additional lease disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 as part of the goodwill impairment test. The amount of the impairment charge to be recognized would now be the amount by which the carrying value exceeds the reporting unit’s fair value. The loss to be recognized cannot exceed the amount of goodwill allocated to that reporting unit. The amendments in ASU 2017-04 are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company has elected to early adopt ASU 2017-04 as of January 1, 2018. The Company has applied the guidance related to ASU 2017-04 during its annual impairment test in the fourth quarter of 2018. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the entity initially adopts the amendments in this update. The Company elected to early adopt this standard in performing their 2018 impairment test. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for nonemployee share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The new standard will become effective for the Company beginning January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In August 2018, the FASB issue ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The new standard will become effective for the Company January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. | 18. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued accounting standard update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under previous guidance. This may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In July 2015, the FASB approved the proposal to defer the effective date of ASU 2014-09 standard by one year. Early adoption was permitted after December 15, 2016, and the standard became effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. In 2016, the FASB issued final amendments to clarify the implementation guidance for principal versus agent considerations (ASU No. 2016-08), accounting for licenses of intellectual property and identifying performance obligations (ASU No. 2016-10), narrow-scope improvements and practical expedients (ASU No. 2016-12) and technical corrections and improvements to ASU 2014-09 (ASU No. 2016-20) in its new revenue standard. The Company has performed a review of the requirements of the new revenue standard and is monitoring the activity of the FASB and the transition resource group as it relates to specific interpretive guidance. The Company reviewed customer contracts, applied the five-step model of the new standard to its contracts, and compared the results to its current accounting practices. The Company has included disclosures required by the new standard and the adoption has not had a material impact on the financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is not permitted with the exception of certain provisions related to the presentation of other comprehensive income. The adoption of ASU 2016-01 did not have a material impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02”) and issued subsequent amendments to the initial guidance. This ASU requires an entity to recognize a right-of-use asset (“ROU”) and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for the Company on January 1, 2019, with early adoption permitted. Entities are required to adopt ASC 842 using a modified retrospective transition method. Full retrospective transition is prohibited. The guidance permits an entity to apply the standard’s transition provisions at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption (i.e., on the effective date). We expect to adopt the new standard on its effective date. While the Company continues to assess all of the effects of adoption, it currently believes the most significant effects relate to: the recognition of new ROU assets and lease liabilities on its balance sheet for real estate and equipment operating leases; and providing significant new disclosures about its leasing activities. The Company does not expect a significant change in its leasing activities between now and adoption. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the ‘package of practical expedients’, which permits it to not reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it. On adoption, the Company currently expects to recognize additional operating lease liabilities with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments for existing operating leases on its consolidated balance sheets. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company currently expects to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for all of its leases, which will mean all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of its lease components for balance sheet purposes. In August 2016, FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years beginning after December 15, 2017. The Company adopted ASU 2016-15 effective January 1, 2018 and it did not have a material impact on its financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 as part of the goodwill impairment test. The amount of the impairment charge to be recognized would now be the amount by which the carrying value exceeds the reporting unit’s fair value. The loss to be recognized cannot exceed the amount of goodwill allocated to that reporting unit. The amendments in ASU 2017-04 are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company has elected to early adopt ASU 2017-04 as of January 1, 2018. The Company has applied the guidance related to ASU 2017-04 during its annual impairment test in the fourth quarter of 2018. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the entity initially adopts the amendments in this update. The Company has elected to early adopt this standard in performing their 2018 impairment test. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”) to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this new guidance, modification accounting is required if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company adopted ASU 2017-09 effective January 1, 2018 and it did not have a material impact on its financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for nonemployee share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The new standard will become effective for the Company beginning January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In August 2018, the FASB issue ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The new standard will become effective for the Company January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 17. SUBSEQUENT EVENTS The Company has evaluated events from March 31, 2019 through the date the financial statements were issued. There were no subsequent events that need disclosure. | 21. SUBSEQUENT EVENTS In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through March _ 2019, the date on which these financial statements were available to be issued. On January 21, 2019, an aggregate of 15,000 non-statutory options were granted to one employee with such options vesting 25% on each of the first through fourth anniversary of issuance, expiring five years from the date of issuance and having an exercise price of $1.15, which is equal to the closing sales price of the Company’s common stock on the date of grant. On February 8, 2019, the Company entered into a securities purchase agreement with two of its directors that are accredited investors, pursuant to which it sold an aggregate principal amount of $150,000 in 10% Convertible Debentures (the “2019 Debentures”), convertible into shares of the Company’s common stock at a conversion price of $0.50 per share. The 2019 Debentures, together with any accrued and unpaid interest, become due and payable on February 8, 2021 (the “2021 Maturity Date”). Interest on the 2019 Debentures will accrue at the rate of 10% per annum, payable monthly in cash, beginning on March 1, 2019 and on the 2021 Maturity Date. The 2019 Debentures will be convertible into common stock at a conversion price of $0.50 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. On February 8, 2019, the Company and the holders of the Debentures issued in January 2018 entered into amendments (the “Amendments”) to the Debentures. Pursuant to the Amendments, the conversion price of the Debentures was reduced from $0.75 to $0.50, and the interest rate on the Debentures was reduced from 12% to 10%. Equity Purchase Agreement On March 12, 2019, the Company entered into an equity purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with an accredited investor (the “Investor”), pursuant to which the Investor has agreed to purchase from the Company up to $450,000 in shares (the “Shares”) of its common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. Under the Purchase Agreement, the Investor has the right, at any time, to purchase Shares by delivering the Company a purchase notice, specifying the number of Shares to be purchased. The purchase price for the Shares under the Purchase Agreement will be 60% of the lowest closing price of the Company’s common stock in the five consecutive trading days preceding the Investor’s receipt of the Shares subject to such equity purchase. In addition, the Investor has an obligation, to the extent it has not already made voluntary purchases, to purchase up to (i) $200,000 of the $450,000 in Shares within 15 Trading Days (as defined in the Purchase Agreement) after the effective date of the Registration Statement (as defined below) and (ii) $450,000 in Shares within 70 Trading Days after the effective date of the Registration Statement. The Company has the right to reject any purchase notice from the Investor by delivering written notice of such rejection within one trading day after receipt. If the Company rejects any purchase notice, the Investor has no further obligations to purchase Shares under the Purchase Agreement. The Company may terminate the Purchase Agreement at any time by written notice to the Investor in the event of a material breach of the Purchase Agreement by the Investor. In addition, the Purchase Agreement will automatically terminate on the earliest of: (i) the date that the Investor has purchased $450,000 of Shares; (ii) 70 Trading Days after the effective date of the Registration Statement; or (iii) the date the Registration Statement is no longer effective. The obligation of the Investor to purchase the Shares is subject to several conditions, including, among other thing, (i) that the Company has an effective registration statement with the SEC registering the Shares for resale, and (ii) that the purchase of the Shares shall not cause the Investor to own more than 9.99% of the outstanding shares of common stock. In connection with the Purchase Agreement, the Company agreed to pay $15,000 of fees to the Investor, of which $10,000 was paid on execution of the Purchase Agreement, and the remaining $5,000 will be paid on the first sale of Shares. Pursuant to the Registration Rights Agreement, the Company is required to register the Shares on a registration statement (the “Registration Statement”) to be filed with the SEC within 15 calendar days after it files the Annual Report on Form 10-K that these financial statements are part of. Additionally, on March 12, 2019, the Company agreed to donate 35,000 shares of common stock to the manager of the Investor. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2018, included in the Company’s 2018 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2018 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At March 31, 2019 and December 31 2018, there was no allowance for doubtful accounts required. | Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At December 31, 2018 and December 31 2017, there was no allowance for doubtful accounts required. |
Property and Equipment, and Depreciation | Property and Equipment, and Depreciation Property and equipment are stated at cost. Depreciation is generally provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease or the estimated useful life of the improvement. Repairs and maintenance that do not improve or extend the lives of the property and equipment are charged to expense as incurred. | |
Goodwill and Finite Intangible Assets | Goodwill and Finite-Lived Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 37% and 41% of the Company’s consolidated total assets at March 31, 2019 and December 31, 2018, respectively. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. The Company performed its annual impairment test for PVBJ in December of 2018. Based on the results of the qualitative testing, there was no impairment. The PVBJ reporting unit exceeded acquisition projections in 2018 and expects to meet future projections. As of March 31, 2019, the Company had recorded goodwill in the amount of $1,373,621 related to the PVBJ acquisition. The performance of the Company’s fiscal 2018 impairment analysis did not result in an impairment of the Company’s goodwill. | Goodwill and Finite Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over 5 years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total identifiable intangible assets comprised 41% of our consolidated total assets at December 31, 2018. There were no intangible assets or goodwill at December 31, 2017. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. The Company performed its annual impairment test for PVBJ. Based on the results of the qualitative testing, the fair value did not exceed the carrying value. The PVBJ reporting unit exceeded acquisition projections in 2018 and expects to meet future projections. As of December 31, 2018, the Company had recorded goodwill in the amount of $1,373,621 related to the PVBJ acquisition. The performance of the Company’s fiscal 2018 impairment analysis did not result in an impairment of the Company’s goodwill. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. |
Advertising Costs | Advertising Costs Advertising costs are charged to expense during the period in which they are incurred. Advertising expense for the years ended December 31, 2018 and 2017 was $4,426 and $3,166, respectively. | |
Foreign Currency Translation | Foreign Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). The financial records of Pride located in Australia, is maintained in the local currency, the Australian Dollar (AUD$) which is also its functional currency. For the three months ended March 31, 2019, the Company recorded other comprehensive income of $18,612 in the condensed consolidated financial statements. For the three months ended March 31, 2018, the Company recorded other comprehensive loss from a translation loss of $10,259 in the condensed consolidated financial statements. | Foreign Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). The financial records of Pride located in Australia, is maintained in the local currency, the Australian Dollar (AUD$) which is also its functional currency. For the year ended December 31, 2018, the Company recorded other comprehensive loss from a translation loss of $46,725 in the consolidated financial statements. For the year ended December 31, 2017, the Company recorded other comprehensive gain from a translation gain of $21,996 in the consolidated financial statements. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning January 1, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Under ASU 2014-09 requirements, the Company recognizes revenue from the installation or construction of projects and service or short term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five step process is as follows: Identify the Contract with a Customer The Company receives almost all of its contracts from only two sources, referrals or government bids. In a referral, a client that the Company has an ongoing business relationship refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the Performance Obligations in the Contract The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual service, then the service is considered the only performance obligation. If the contractual service includes design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the Transaction Price The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; or 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, a budget of projected costs is generated for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract. Allocate the Transaction Price to the Performance Obligations in the Contract If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts. Recognize Revenue When (or As) the Entity Satisfies a Performance Obligations The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” Disaggregated Revenue For the three months ended March 31, 2019 and 2018, revenues from contracts with customers summarized by Segment Geography and Revenue Stream were as follows: Three Months Ended March 31, 2019 March 31, 2018 United States – Service $ 514,955 $ 375,451 Australia – Service 567,121 514,183 United States – Contract 160,000 0 Australia – Contract 462,197 836,690 Total $ 1,704,273 $ 1,726,324 | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” (“Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Under ASC Topic 606 requirements, the Company recognizes revenue from the installation or construction of projects and service or short term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five step process is as follows: Identify the contract with a customer: The Company receives almost all of its contracts from only two sources, referrals or government bids. In a referral, a client that the company has an ongoing business relationship refers the company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the performance obligations in the contract: The performance obligation of the company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual service, then the service is considered the only performance obligation. If the contractual service includes design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the transaction price: The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable consideration are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; or 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, a budget of projected costs are generated for the contract based on the contract price. The Company has a trend of overestimating costs to the project in order to reduce the frequency of change orders required for a project. If the scope of the contract during the contractual period needs to be modified the company typically files a change order. The company does not continue to perform services until the change modification is agreed upon with documentation by both the company and the client. There are few times that claims, extras, or back charges are included in the contract. Allocate the transaction price to the performance obligations in the contract: If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one client, the company has a policy of splitting out the services over multiple contracts. Recognize revenue when (or as) the entity satisfies a performance obligations: The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” Disaggregated Revenue: For the year ended December 31, 2018, revenues from contracts with customers summarized by Segment Geography and Revenue Stream were as follows: 2018 2017 United States - Service $ 2,440,854 $ - Australia - Service 1,941,078 1,877,755 United States - Contract 40,548 85,919 Australia - Contract 3,123,957 4,389,212 Total $ 7,546,437 $ 6,352,886 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of March 31, 2019 or December 31, 2018. | Cash and Cash Equivalents Cash and cash equivalents includes cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2018 or December 31, 2017. At times during the years ended December 31, 2018 and 2017, balances exceeded the FDIC insurance limit of $250,000. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Our outstanding awards do not contain market or performance conditions. | Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Our outstanding awards do not contain market or performance conditions. |
Sales and Use Tax | Sales and Use Tax The Company collects sales tax in various jurisdictions. Upon collection from customers, it records the amount as a payable to the related jurisdiction. On a periodic basis, it files a sales tax return with the jurisdictions and remits the amount indicated on the return. | |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2018, 2017 and 2016 income tax returns are still open for examination by the taxing authorities. | Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2018, 2017, 2016 and 2015 income tax returns are still open for examination by the taxing authorities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Except for the Company’s earn-out liability, the carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Balance at December 31, 2018 $ 190,736 Payments - Adjustments to fair value 4,396 Balance at March 31, 2019 $ 195,132 The Company values earn-out obligations using a probability weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., minimum and maximum payments, length of earn-out periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. The contingent earn-out obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. | Fair Value of Financial Instruments Except for the Company’s earn-out liability, the carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Balance at December 31, 2017 $ - Earn-out liability from acquisition of PVBJ Inc. 175,318 Payments - Adjustments to fair value 15,418 Balance at December 31, 2018 $ 190,736 The Company values earn-out obligations using a probability weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., minimum and maximum payments, length of earn-out periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. The contingent earn-out obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of diluted loss per share excludes dilutive securities for the three months ended March 31, 2019 and 2018 because their inclusion would be anti-dilutive. Dilutive securities for the three months ended March 31, 2019 and 2018 were as follows: March 31, 2019 March 31, 2018 Options to purchase common stock 968,500 1,050,000 Convertible debt 1,100,000 800,000 Totals 2,068,500 1,850,000 | Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of diluted loss per share excludes dilutive securities for the year ended December 31, 2018 because their inclusion would be anti-dilutive. Dilutive securities for the years ended December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 Options to purchase common stock 955,000 1,050,000 Convertible debt 800,000 - Totals 1,755,000 1,050,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Schedule of Revenues from Contracts with Customers | For the three months ended March 31, 2019 and 2018, revenues from contracts with customers summarized by Segment Geography and Revenue Stream were as follows: Three Months Ended March 31, 2019 March 31, 2018 United States – Service $ 514,955 $ 375,451 Australia – Service 567,121 514,183 United States – Contract 160,000 0 Australia – Contract 462,197 836,690 Total $ 1,704,273 $ 1,726,324 | For the year ended December 31, 2018, revenues from contracts with customers summarized by Segment Geography and Revenue Stream were as follows: 2018 2017 United States - Service $ 2,440,854 $ - Australia - Service 1,941,078 1,877,755 United States - Contract 40,548 85,919 Australia - Contract 3,123,957 4,389,212 Total $ 7,546,437 $ 6,352,886 |
Schedule of Reconciliation the Contingent Earn-out Obligations | The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Balance at December 31, 2018 $ 190,736 Payments - Adjustments to fair value 4,396 Balance at March 31, 2019 $ 195,132 | The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Balance at December 31, 2017 $ - Earn-out liability from acquisition of PVBJ Inc. 175,318 Payments - Adjustments to fair value 15,418 Balance at December 31, 2018 $ 190,736 |
Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share | Dilutive securities for the three months ended March 31, 2019 and 2018 were as follows: March 31, 2019 March 31, 2018 Options to purchase common stock 968,500 1,050,000 Convertible debt 1,100,000 800,000 Totals 2,068,500 1,850,000 | Dilutive securities for the years ended December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 Options to purchase common stock 955,000 1,050,000 Convertible debt 800,000 - Totals 1,755,000 1,050,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At December 31, 2018 and December 31, 2017, property and equipment were comprised of the following: December 31, 2018 December 31, 2017 Furniture and fixtures (5 to 7 years) $ 11,661 $ 6,857 Machinery and equipment (5 to 7 years) 36,969 35,919 Computer and software (3 to 5 years) 88,021 94,761 Auto and truck (5 to 7 years) 785,979 250,044 Leasehold improvements (life of lease) 34,788 40,608 957,418 428,189 Less accumulated depreciation 480,982 325,616 $ 476,436 $ 102,573 |
Uncompleted Contracts (Tables)
Uncompleted Contracts (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Contractors [Abstract] | ||
Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts | Costs, estimated earnings and billings on uncompleted contracts are summarized as follows at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Costs incurred on uncompleted contracts $ 931,173 $ 811,173 Estimated earnings 329,198 469,109 Costs and estimated earnings earned on uncompleted contracts 1,260,371 1,280,282 Billings to date 1,259,446 1,265,475 Costs and estimated earnings in excess of billings on uncompleted contracts 925 14,807 Costs and earnings in excess of billings on completed contracts 5,246 (164,660 ) $ 6,171 $ (149,853 ) Costs in excess of billings $ 48,052 $ 45,478 Billings in excess of cost (41,881 ) (195,331 ) $ 6,171 $ (149,853 ) | Costs, estimated earnings and billings on uncompleted contracts are summarized as follows at December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Costs incurred on uncompleted contracts $ 811,173 $ 2,485,787 Estimated earnings 469,109 779,598 Costs and estimated earnings on uncompleted contracts 1,280,282 3,265,385 Billings to date 1,265,475 3,553,817 Costs and estimated earnings in excess of billings on uncompleted contracts 14,807 (288,432 ) Costs and earnings in excess of billings on completed contracts (164,660 ) (252,757 ) $ (149,853 ) $ (35,675 ) Costs in excess of billings $ 45,478 $ 51,531 Billings in excess of cost (195,331 ) (87,206 ) $ (149,853 ) $ (35,675 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Schedule of Future Minimum Payments on Leases | The future minimum payments on the office space leases for each of the next seven years and in the aggregate amount to the following: 2019 $ 61,500 2020 82,855 2021 84,021 2022 85,221 2023 57,125 2024 43,732 2025 11,013 $ 425,467 | The future minimum payments on the leases for each of the next three years and in the aggregate amount to the following: 2019 54,050 2020 39,639 2021 13,213 $ 106,902 |
Schedule of Payments on Finance Lease Obligation | At March 31, 2019, the Company had 13 finance leases approximate payments to be made on these finance lease obligations are as follows: 2019 $ 64,040 2020 85,387 2021 77,816 2022 66,445 2023 62,936 Thereafter 59,851 Finance lease obligation 416,475 Less: amounts representing interest 37,802 Current maturities of capital lease obligations 72,510 Finance lease obligations, non-current $ 306,163 | At December 31, 2018, approximate payments to be made on these capital lease obligations are as follows: 2019 $ 75,342 2020 75,342 2021 60,734 2022 43,703 2023 39,531 Thereafter 29,843 Capital lease obligation 324,495 Less: amounts representing interest 26,354 Current maturities of capital lease obligations 65,265 Capital lease obligations, non-current $ 232,876 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Payments on Leases | The future minimum payments on the office space leases for each of the next seven years and in the aggregate amount to the following: 2019 $ 61,500 2020 82,855 2021 84,021 2022 85,221 2023 57,125 2024 43,732 2025 11,013 $ 425,467 | The future minimum payments on the leases for each of the next three years and in the aggregate amount to the following: 2019 54,050 2020 39,639 2021 13,213 $ 106,902 |
Schedule of Payments on Capital Lease Obligation | At March 31, 2019, the Company had 13 finance leases approximate payments to be made on these finance lease obligations are as follows: 2019 $ 64,040 2020 85,387 2021 77,816 2022 66,445 2023 62,936 Thereafter 59,851 Finance lease obligation 416,475 Less: amounts representing interest 37,802 Current maturities of capital lease obligations 72,510 Finance lease obligations, non-current $ 306,163 | At December 31, 2018, approximate payments to be made on these capital lease obligations are as follows: 2019 $ 75,342 2020 75,342 2021 60,734 2022 43,703 2023 39,531 Thereafter 29,843 Capital lease obligation 324,495 Less: amounts representing interest 26,354 Current maturities of capital lease obligations 65,265 Capital lease obligations, non-current $ 232,876 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt Payable | Long-term debt consisted of the following: Equipment Notes Payable March 31, 2019 December 31, 2018 Note payable with monthly payments of $716, including interest at 6.50% per annum through November 2020. $ 16,228 $ 18,707 Note payable with monthly payments of $615.25, including interest at 6.80% per annum through August 2021. $ 16,903 $ 18,383 Note payable with monthly payments of $1,294.50, including interest at 14.72% per annum through March 2023. $ 48,103 $ 50,072 Note payable with monthly payments of $1,063.45, including interest at 5.76% per annum through April 2021. $ 16,597 $ 18,539 Note payable with monthly payments of $946.84 including interest at 6.14% per annum through December 2024. $ - $ 54,328 Total: $ 97,831 $ 160,029 Total current portion: $ (32,052 ) $ (38,991 ) Total non-current portion: $ 65,779 $ 121,038 | Long-term debt consisted of the following: Equipment Notes Payable December 31, 2018 December 31, 2017 Note payable with monthly payments of $716, including interest at 6.50% per annum through November 2020. $ 18,707 $ - Note payable with monthly payments of $615.25, including interest at 6.80% per annum through August 2021. $ 18,383 - Note payable with monthly payments of $1,294.50, including interest at 14.72 per annum through March 2023. $ 50,072 $ - Note payable with monthly payments of $1,063.45, including interest at 5.76% per annum through April 2021 $ 18,539 $ - Note payable with monthly payments of $946.84 including interest at 6.14% per annum through December 2024. $ 54,328 $ - Total: $ 160,029 $ - Total current portion: $ (38,991 ) $ - Total non-current portion: $ 121,038 $ - |
Schedule of Annual Principal Payments | At March 31, 2019, approximate principal payments to be made on these debt obligations are as follows: Year ending December 31: Amount 2019 (remaining) $ 32,052 2020 28,478 2021 15,117 2022 12,759 2023 9,425 Thereafter - $ 97,831 | Aggregate annual principal payments in the fiscal years subsequent to December 31, 2018, are as follows: Year ending December 31: Amount 2019 $ 49,318 2020 46,567 2021 29,614 2022 22,307 2023 25,653 Thereafter 11,362 Notes payable obligation 184,821 Less amounts representing interest (24,792 ) $ 160,029 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Goodwill | Goodwill Balance at December 31, 2018 $ 1,373,621 Adjustments - Balance at March 31, 2019 $ 1,373,621 | Goodwill Balance at December 31, 2017 $ - Goodwill from acquisition of PVBJ Inc. 1,373,621 Adjustments - Balance at December 31, 2018 $ 1,373,621 |
Schedule of Intangibles - Customer List | Intangibles – customer list Balance at December 31, 2018 $ 83,645 Amortization 5,121 Balance at March 31, 2019 $ 78,524 | Intangibles – customer list Balance at December 31, 2017 $ - Customer list from acquisition of PVBJ Inc. 102,422 Amortization (18,777 ) Balance at December 31, 2018 $ 83,645 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Estimated Consideration Transferred in Acquisition | The consideration transferred in the acquisition was as follows: Upfront consideration $ 1,177,779 Liabilities assumed 878,565 Total $ 2,056,343 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 30,408 Accounts receivable 277,338 Property and equipment, net 272,554 Customer list 102,422 Goodwill 1,373,621 Total assets acquired 2,056,344 Accounts payable (112,590 ) Debt assumed (590,657 ) Earn-out liability (175,318 ) Total liabilities assumed (878,565 ) Total net assets acquired $ 1,177,779 |
Schedule of Intangible Assets Acquired, Preliminary Estimated Useful Lives and Amortization | A summary of identifiable intangible assets acquired, useful lives and amortization method is as follows: Useful Life in Amount Years Amortization Customer List $ 102,422 5 Straight Line Total $ 102,422 |
Schedule of Pro Forma Financial Information | Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2017. Year Ended December 31, 2018 Year Ended December 31, 2017 Revenues $ 7,755,567 $ 8,533,972 Net loss (549,235 ) (83,468 ) Net loss per share: Basic (0.07 ) (0.01 ) Diluted (0.07 ) (0.01 ) |
Stock Options Awards and Gran_2
Stock Options Awards and Grants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Schedule of Stock Option Activity | A summary of the stock option activity and related information for the 2016 Incentive Stock Option Plan from December 31, 2018 to March 31, 2019 is as follows: Shares Weighted- Weighted-Average Aggregate Outstanding at December 31, 2018 955,000 0.29 3.40 461,251 Grants 15,000 1.15 4.81 - Exercised - - - - Canceled (1,500 ) 0.05 - (629 ) Outstanding at March 31, 2019 968,500 $ 0.28 3.49 $ 460,622 Exercisable at March 31, 2019 531,250 $ 0.28 3.49 $ 258,090 | A summary of the stock option activity and related information for the Company’s 2016 Incentive Stock Option Plan from December 31, 2017 to December 31, 2018 is as follows: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2015 - Grants 1,000,000 $ 0.01 5.00 $ 387,450 Exercised - Canceled - Outstanding at December 31, 2016 1,000,000 $ 0.01 3.19 $ 387,450 Grants 150,000 1.83 4.35 165,477 Exercised (100,000 ) 0.01 - (38,745 ) Canceled - Outstanding at December 31, 2017 1,050,000 $ 0.27 3.35 514,182 Exercisable at December 31, 2017 - $ - - $ - Outstanding at December 31, 2017 1,050,000 $ 0.27 3.35 $ 514,182 Grants 30,000 0.03 4.89 - Exercised (100,000 ) 0.01 - (38,475 ) Canceled (25,000 ) 0.03 - (14,456 ) Outstanding at December 31, 2018 955,000 0.29 3.40 461,251 Exercisable at December 31, 2018 106,250 $ 0.26 2.98 $ 120,063 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Schedule of Reportable Segments Information | The following represents selected information for the Company’s reportable segments for the three months ended March 31, 2019 and 2018. March 31, 2019 December 31, 2018 Assets by Segment Renewable systems integration $ 1,640,549 $ 1,540,423 Non-renewable systems integration 2,018,493 1,984,084 $ 3,659,042 $ 3,524,507 For the Three Months Ended March 31, 2019 March 31, 2018 Revenue by segment Renewable systems integration $ 49,514 $ 31,789 Non-renewable system integration 1,654,759 1,694,535 $ 1,704,273 $ 1,726,324 Cost of sales by segment Renewable systems integration $ 37,785 $ 31,617 Non-renewable system integration 1,158,653 1,209,413 $ 1,196,438 $ 1,241,030 Operating expenses Renewable Systems integration $ 167,540 $ 161,692 Non-renewable system Integration 459,012 412,992 $ 626,552 $ 574,684 Operating (loss) income by segment Renewable Systems integration $ (155,811 ) $ (161,520 ) Non-renewable system Integration 37,094 72,130 $ (118,717 ) $ (89,390 ) | The following represents selected information for the Company’s reportable segments for the years ended December 31, 2018 and 2017. December 31, 2018 December 31, 2017 Assets by Segment Renewable systems integration $ 1,540,423 $ 27,589 Non-renewable systems integration 1,984,084 1,457,607 3,524,507 $ 1,485,196 For the Years Ended December 31, 2018 December 31, 2017 Revenue by segment Renewable systems integration – related party $ 40,548 $ 85,919 Non-renewable system integration 7,505,889 6,266,967 $ 7,546,437 $ 6,352,886 Cost of sales by segment Renewable systems integration – related party $ 40,376 $ 87,649 Non-renewable system integration 5,492,607 4,241,421 $ 5,532,983 $ 4,329,070 Operating expenses Renewable Systems integration $ 565,700 $ 261,118 Non-renewable system Integration 1,881,160 1,699,745 $ 2,446,860 $ 1,960,863 Operating (loss) income by segment Renewable Systems integration $ (565,528 ) $ (262,633 ) Non-renewable system Integration 132,122 325,586 $ (433,406 ) $ 62,953 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2018 2017 Current U.S. Federal $ - $ - U.S. State and local 13 - Australia 9 98 Total current 22 98 Year Ended December 31, 2018 2017 Deferred U.S. Federal $ - $ - U.S. State and local - - Australia (6 ) (44 ) Total deferred (6 ) (44 ) Total income tax expense 16 54 |
Schedule of Deferred Tax Asset and Liability | Significant components of our deferred tax assets at December 31, 2018 and 2017 were as follows ($ in thousands): Year Ended December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards – U.S. 224 68 Charitable contribution carryforward 3 - Share-based compensation 153 123 Accrued liabilities 50 44 Gross deferred tax assets 430 235 Valuation allowance (380 ) (191 ) Net deferred tax assets 50 44 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2018 and 2017 is as follows: For the Year Ended December 31, 2018 2017 U.S. federal statutory tax rate 21.0 % 34.0 % State income taxes, net of federal benefit (7.1 ) (67.2 ) U.S. vs. foreign tax rate differential - (20.7 ) Impact of tax law change - 140.5 Deferred tax adjustments - (205.7 ) Deemed repatriation - 34.7 Other (9.5 ) (8.1 ) Change in valuation allowance (7.4 ) 178.4 Effective tax rate (3.0 )% 85.9 % |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Loss per share | |
Schedule of Compute Basic and Diluted Earnings Per Share | The following table sets forth the information needed to compute basic and diluted earnings (loss) per share: Year Ended Year Ended Net income (loss) $ (554,010 ) $ 8,897 Weighted average common shares outstanding 7,586,024 6,703,223 Dilutive securities Convertible debt 601,704 - Options 951,034 996,520 Diluted weighted average common shares outstanding 7,586,024 7,699,743 Basic net income (loss) per share $ (0.07 ) 0.00 Diluted net income (loss) per share $ (0.07 ) 0.00 |
Organization and Line of Busi_2
Organization and Line of Business (Details Narrative) - USD ($) | Feb. 01, 2018 | Dec. 31, 2018 |
Issuance of common stock for acquisition | $ 1,183,581 | |
PVBJ Inc. [Member] | Common Stock [Member] | ||
Issuance of common stock for acquisition, shares | 444,445 | |
Issuance of common stock for acquisition | $ 1,177,779 | |
Acquisition earn out liability | $ 221,800 |
Organization and Line of Busi_3
Organization and Line of Business (Details Narrative) (10-K) - USD ($) | Feb. 01, 2018 | Dec. 31, 2018 |
Issuance of common stock for acquisition | $ 1,183,581 | |
PVBJ Inc. [Member] | Common Stock [Member] | ||
Issuance of common stock for acquisition, shares | 444,445 | |
Issuance of common stock for acquisition | $ 1,177,779 | |
Acquisition earn out liability | $ 221,800 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||||
Allowance for doubtful accounts | ||||
Amortized finite estimated useful lives | 5 years | 5 years | ||
Total identifiable assets percentage | 37.00% | 39.00% | ||
Goodwill | $ 1,373,621 | $ 1,373,621 | ||
Other comprehensive income | (18,612) | $ 10,259 | 46,725 | (21,996) |
Cash equivalents |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||||
Allowance for doubtful accounts | ||||
Amortized finite estimated useful lives | 5 years | 5 years | ||
Total identifiable assets percentage | 37.00% | 39.00% | ||
Goodwill | $ 1,373,621 | $ 1,373,621 | ||
Advertising expense | 4,426 | 3,166 | ||
Other comprehensive from translation loss/gain | (18,612) | $ 10,259 | 46,725 | (21,996) |
Cash equivalents | ||||
FDIC insured limit amount | $ 250,000 | $ 250,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Revenues from Contracts with Customers (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from contracts with customers | $ 1,704,273 | $ 1,726,324 | $ 7,546,437 | $ 6,352,886 |
USA [Member] | Service Revenue [Member] | ||||
Revenues from contracts with customers | 514,955 | 375,451 | 2,440,854 | |
USA [Member] | Contract [Member] | ||||
Revenues from contracts with customers | 160,000 | 0 | 40,548 | 85,919 |
Australia [Member] | Service Revenue [Member] | ||||
Revenues from contracts with customers | 567,121 | 514,183 | 1,941,078 | 1,877,755 |
Australia [Member] | Contract [Member] | ||||
Revenues from contracts with customers | $ 462,197 | $ 836,690 | $ 3,123,957 | $ 4,389,212 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Reconciliation the Contingent Earn-out Obligations (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Fair value with unobservable inputs reconciliation, Beginning balance | $ 190,736 | |
Fair value with unobservable inputs reconciliation, Earn-out liability from acquisition of PVBJ Inc. | 175,318 | |
Fair value with unobservable inputs reconciliation, Payments | ||
Fair value with unobservable inputs reconciliation, Adjustments to fair value | 4,396 | 15,418 |
Fair value with unobservable inputs reconciliation, Ending balance | $ 195,132 | $ 190,736 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Totals | 2,068,500 | 1,850,000 | 1,755,000 | 1,050,000 |
Options to Purchase Common Stock [Member] | ||||
Totals | 968,500 | 1,050,000 | 955,000 | 1,050,000 |
Convertible Debt [Member] | ||||
Totals | 1,100,000 | 800,000 | 800,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Feb. 08, 2019USD ($)$ / shares | Jan. 02, 2018USD ($)$ / shares | Apr. 30, 2018shares | Apr. 30, 2017shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)ft²$ / sharesshares | Dec. 31, 2017USD ($)ft²shares | Dec. 31, 2016shares | Aug. 21, 2018USD ($) |
Number of options exercised | shares | 100,000 | 100,000 | ||||||||
Revenue from related party | $ 31,789 | $ 40,548 | $ 85,919 | |||||||
Related party costs | 31,617 | 40,376 | 87,649 | |||||||
Discount on debt | $ 29,122 | |||||||||
2019 Debentures [Member] | ||||||||||
Discount on debt | 1,626 | |||||||||
Maximum [Member] | ||||||||||
Revolving line of credit | $ 350,000 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Convertible debt convertible into common shares conversion price per share | $ / shares | $ 0.75 | $ 0.50 | ||||||||
Beneficial ownership, percentage | 4.99% | |||||||||
Discount on debt | $ 395,000 | $ 395,000 | ||||||||
Securities Purchase Agreement [Member] | 2019 Debentures [Member] | ||||||||||
Convertible debt convertible into common shares conversion price per share | $ / shares | $ 0.50 | |||||||||
Beneficial ownership, percentage | 4.99% | |||||||||
Discount on debt | $ 97,500 | |||||||||
Renewable Energy Holdings LLC [Member] | ||||||||||
Related party costs | 31,617 | 31,617 | 87,649 | |||||||
Turquino Equity LLC [Member] | ||||||||||
Management expenses | $ 19,500 | 19,500 | 78,000 | 184,004 | ||||||
Rezaul Karim [Member] | ||||||||||
Number of options exercised | shares | 100,000 | 100,000 | ||||||||
Revenue from related party | $ 31,789 | $ 31,789 | $ 85,919 | |||||||
Two Directors [Member] | Securities Purchase Agreement [Member] | ||||||||||
Convertible debentures, principal amount | $ 150,000 | $ 400,000 | ||||||||
Convertible debentures interest rate, percentage | 10.00% | 12.00% | ||||||||
Debt maturity, description | The 2018 Debentures, together with any accrued and unpaid interest, become due and payable on January 2, 2020 (the "2020 Maturity Date"). Interest on the 2018 Debentures accrues at the rate of 12% per annum from January 2, 2018 through the date of the Amendments, and 10% per annum subsequent to the date of the Amendments, payable monthly in cash, beginning on February 1, 2018 and through the 2020 Maturity Date. | |||||||||
Convertible debt convertible into common shares conversion price per share | $ / shares | $ 0.75 | |||||||||
Beneficial ownership, percentage | 4.99% | |||||||||
Debt instrument maturity date | Feb. 8, 2021 | |||||||||
Executive Officers [Member] | ||||||||||
Area of office | ft² | 800 | 800 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) | Jan. 02, 2018USD ($)$ / shares | Feb. 04, 2016shares | Apr. 30, 2018shares | Apr. 30, 2017shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)ft²$ / sharesshares | Dec. 31, 2017USD ($)ft²shares | Dec. 31, 2016shares | Feb. 08, 2019USD ($) | Aug. 21, 2018USD ($) |
Number of options exercised | shares | 100,000 | 100,000 | |||||||||
Revenue from related party | $ 31,789 | $ 40,548 | $ 85,919 | ||||||||
Related party costs | 31,617 | 40,376 | 87,649 | ||||||||
Due to related party | 31,257 | ||||||||||
Discount on debt | $ 29,122 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Convertible debt convertible into common shares conversion price per share | $ / shares | $ 0.75 | $ 0.50 | |||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Discount on debt | $ 395,000 | $ 395,000 | |||||||||
Minimum [Member] | |||||||||||
Convertible debentures interest rate, percentage | 10.00% | ||||||||||
Convertible debt convertible into common shares conversion price per share | $ / shares | $ 0.50 | ||||||||||
Minimum [Member] | Convertible Notes Payable [Member] | |||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Maximum [Member] | |||||||||||
Revolving line of credit | $ 350,000 | ||||||||||
Renewable Energy Holdings LLC [Member] | |||||||||||
Related party costs | 31,617 | $ 31,617 | 87,649 | ||||||||
Turquino Equity LLC [Member] | |||||||||||
Due to related party | 31,257 | ||||||||||
Management expenses | $ 19,500 | 19,500 | 78,000 | 184,004 | |||||||
Rezaul Karim [Member] | |||||||||||
Number of options exercised | shares | 100,000 | 100,000 | |||||||||
Revenue from related party | $ 31,789 | 31,789 | $ 85,919 | ||||||||
Steve Mullane [Member] | |||||||||||
Revenue from related party | 8,759 | ||||||||||
Related party costs | $ 8,759 | ||||||||||
Two Directors [Member] | Securities Purchase Agreement [Member] | |||||||||||
Convertible debentures, principal amount | $ 400,000 | $ 150,000 | |||||||||
Convertible debentures interest rate, percentage | 12.00% | 10.00% | |||||||||
Convertible debt convertible into common shares conversion price per share | $ / shares | $ 0.75 | ||||||||||
Debt maturity, description | The 2018 Debentures, together with any accrued and unpaid interest, become due and payable on January 2, 2020 (the "2020 Maturity Date"). Interest on the 2018 Debentures accrues at the rate of 12% per annum from January 2, 2018 through the date of the Amendments, and 10% per annum subsequent to the date of the Amendments, payable monthly in cash, beginning on February 1, 2018 and through the 2020 Maturity Date. | ||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Executive Officers [Member] | |||||||||||
Area of office | ft² | 800 | 800 | |||||||||
Reza Enterprises, Inc [Member] | |||||||||||
Number of common shares sold | shares | 526,316 |
Significant Concentrations of_2
Significant Concentrations of Credit Risk (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
FDIC insured limit amount | $ 250,000 | $ 250,000 | ||
Accounts Receivable [Member] | Customer One [Member] | ||||
Concentrations of credit risk percentage | 10.00% | |||
Accounts Receivable [Member] | Unrelated Customer [Member] | ||||
Concentrations of credit risk percentage | 20.00% | |||
Accounts Receivable [Member] | Unrelated Customer One [Member] | ||||
Concentrations of credit risk percentage | 10.00% | 14.00% | ||
Accounts Receivable [Member] | Unrelated Customer Two [Member] | ||||
Concentrations of credit risk percentage | 10.00% | 12.00% | ||
FDIC, Australian Securities and Investments Commission [Member] | ||||
FDIC insured limit amount | $ 186,000 | $ 186,000 | ||
USA [Member] | ||||
Balance threshold amount | 250,000 | 250,000 | ||
Australia [Member] | ||||
Balance threshold amount | 34,553 | 133,578 | $ 265,273 | $ 133,578 |
Maximum [Member] | United States and Australia [Member] | ||||
FDIC insured limit amount | $ 250,000 | $ 250,000 |
Significant Concentrations of_3
Significant Concentrations of Credit Risk (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
FDIC insured limit amount | $ 250,000 | $ 250,000 | ||
Accounts Receivable [Member] | Two Unrelated Customers [Member] | ||||
Concentrations of credit risk percentage | 20.00% | |||
Accounts Receivable [Member] | Unrelated Customer One [Member] | ||||
Concentrations of credit risk percentage | 10.00% | 14.00% | ||
Accounts Receivable [Member] | Unrelated Customer Two [Member] | ||||
Concentrations of credit risk percentage | 10.00% | 12.00% | ||
Accounts Receivable [Member] | Three Unrelated Customers [Member] | ||||
Concentrations of credit risk percentage | 36.00% | |||
Accounts Receivable [Member] | Unrelated Customer Three [Member] | ||||
Concentrations of credit risk percentage | 10.00% | |||
FDIC, Australian Securities and Investments Commission [Member] | ||||
FDIC insured limit amount | $ 186,000 | $ 186,000 | ||
USA [Member] | ||||
Balance threshold amount | 250,000 | 250,000 | ||
Australia [Member] | ||||
Balance threshold amount | 133,578 | $ 265,273 | 34,553 | $ 133,578 |
Maximum [Member] | United States and Australia [Member] | ||||
FDIC insured limit amount | $ 250,000 | $ 250,000 |
Major Customers (Details Narrat
Major Customers (Details Narrative) - Sales Revenue [Member] | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Customers [Member] | ||||
Concentrations of credit risk percentage | 10.00% | |||
Customer One [Member] | ||||
Concentrations of credit risk percentage | 10.00% | 24.00% | ||
Customer One [Member] | Maximum [Member] | ||||
Concentrations of credit risk percentage | 30.00% | 13.00% |
Major Customers (Details Narr_2
Major Customers (Details Narrative) (10-K) - Sales Revenue [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Three Customers [Member] | |||
Concentrations of credit risk percentage | 10.00% | ||
Customer One [Member] | |||
Concentrations of credit risk percentage | 10.00% | 24.00% | |
Customer One [Member] | Maximum [Member] | |||
Concentrations of credit risk percentage | 30.00% | 13.00% | |
Customer Two [Member] | |||
Concentrations of credit risk percentage | 12.00% | ||
Customer Two [Member] | Maximum [Member] | |||
Concentrations of credit risk percentage | 13.00% | ||
Customer Three [Member] | |||
Concentrations of credit risk percentage | 12.00% | ||
Customer Three [Member] | Maximum [Member] | |||
Concentrations of credit risk percentage | 12.00% |
Property and Equipment (Details
Property and Equipment (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 145,606 | $ 31,985 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Property and Equipment, Gross | $ 957,418 | $ 428,189 | |
Less: accumulated depreciation | 480,982 | 325,616 | |
Property and Equipment, Net | 476,436 | $ 494,491 | 102,573 |
Furniture and Fixtures [Member] | |||
Property and Equipment, Gross | $ 11,661 | 6,857 | |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property and equipment, estimate useful life | 5 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property and equipment, estimate useful life | 7 years | ||
Machinery and Equipment [Member] | |||
Property and Equipment, Gross | $ 36,969 | 35,919 | |
Machinery and Equipment [Member] | Minimum [Member] | |||
Property and equipment, estimate useful life | 5 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Property and equipment, estimate useful life | 7 years | ||
Computer and Software [Member] | |||
Property and Equipment, Gross | $ 88,021 | 94,761 | |
Computer and Software [Member] | Minimum [Member] | |||
Property and equipment, estimate useful life | 3 years | ||
Computer and Software [Member] | Maximum [Member] | |||
Property and equipment, estimate useful life | 5 years | ||
Auto and Truck [Member] | |||
Property and Equipment, Gross | $ 785,979 | 250,044 | |
Auto and Truck [Member] | Minimum [Member] | |||
Property and equipment, estimate useful life | 5 years | ||
Auto and Truck [Member] | Maximum [Member] | |||
Property and equipment, estimate useful life | 7 years | ||
Leasehold Improvements [Member] | |||
Property and Equipment, Gross | $ 34,788 | $ 40,608 | |
Property and equipment estimate useful life, description | life of lease |
Uncompleted Contracts - Summary
Uncompleted Contracts - Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contractors [Abstract] | |||
Costs incurred on uncompleted contracts | $ 931,173 | $ 811,173 | $ 2,485,787 |
Estimated earnings | 329,198 | 469,109 | 779,598 |
Costs and estimated earnings earned on uncompleted contracts | 1,260,371 | 1,280,282 | 3,265,385 |
Billings to date | 1,259,446 | 1,265,475 | 3,553,817 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 925 | 14,807 | (288,432) |
Costs and earnings in excess of billings on completed contracts | 5,246 | (164,660) | (252,757) |
Costs in excess of billings | 48,052 | 45,478 | 51,531 |
Billings in excess of cost | (41,881) | (195,331) | (87,206) |
Costs, estimated earnings and billings on uncompleted contracts | $ 6,171 | $ (149,853) | $ (35,675) |
Leases (Details Narrative)
Leases (Details Narrative) | Mar. 25, 2019USD ($) | Jan. 31, 2019 | Feb. 28, 2018 | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Lease expiration date | May 31, 2025 | May 31, 2023 | May 31, 2021 | Apr. 30, 2018 | Apr. 30, 2018 | ||
Lease description | The Company signed a lease for new office space in Brisbane, which has a fixed 3% increase annually expiring in March 2025, includes a renewal period of three years and which management is reasonably certain will be exercised. | The Company also renewed the Brisbane office space for one year, starting in May 2018. The Company's office in Downingtown, Pennsylvania is month to month. | |||||
Right of use of asset and lease liablity | $ 130,736 | ||||||
Rent expense | $ 98,593 | $ 90,000 | |||||
Minimum [Member] | |||||||
Operating lease obligation payable | $ 503 | $ 503 | |||||
Operating lease interest rate | 0.030 | 0.030 | |||||
Maximum [Member] | |||||||
Operating lease obligation payable | $ 1,578 | $ 1,578 | |||||
Operating lease interest rate | 0.0557 | 0.0557 | |||||
Two Finance Leases [Member] | |||||||
Leases of net book value | $ 468,490 | ||||||
Finance Leases One [Member] | |||||||
Lease expiration date | Oct. 31, 2023 | ||||||
Finance Leases Two [Member] | |||||||
Lease expiration date | Feb. 28, 2025 | ||||||
Four Capital Leases [Member] | |||||||
Leases of net book value | $ 165,609 | ||||||
General and Administrative Expense [Member] | |||||||
Rent expense | $ 23,000 | $ 23,000 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments on Leases (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 | $ 61,500 | |
2020 | 82,855 | $ 39,639 |
2021 | 84,021 | 13,213 |
2022 | 85,221 | |
2023 | 57,125 | |
2024 | 43,732 | |
2025 | 11,013 | |
Total | $ 425,467 | $ 106,902 |
Leases - Schedule of Payments o
Leases - Schedule of Payments on Finance Lease Obligation (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
2019 | $ 75,342 | ||
2020 | 75,342 | ||
2021 | 60,734 | ||
2022 | 43,703 | ||
2023 | 39,531 | ||
Thereafter | 29,843 | ||
Finance lease obligation | 324,495 | ||
Less amounts representing interest | 26,354 | ||
Current maturities of capital lease obligations | 65,265 | ||
Capital lease obligations, non-current | $ 232,876 | ||
Finance Lease [Member] | |||
2019 | $ 64,040 | ||
2020 | 85,387 | ||
2021 | 77,816 | ||
2022 | 66,445 | ||
2023 | 62,936 | ||
Thereafter | 59,851 | ||
Finance lease obligation | 416,475 | ||
Less amounts representing interest | 37,802 | ||
Current maturities of capital lease obligations | 72,510 | ||
Capital lease obligations, non-current | $ 306,163 |
Commitments (Details Narrative)
Commitments (Details Narrative) (10-K) | Mar. 25, 2019 | Jan. 31, 2019 | Feb. 28, 2018 | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Lease expiration date | May 31, 2025 | May 31, 2023 | May 31, 2021 | Apr. 30, 2018 | Apr. 30, 2018 | |
Rent expense | $ 98,593 | $ 90,000 | ||||
Capital leases of net book value | 324,495 | |||||
Minimum [Member] | ||||||
Operating lease obligation payable | $ 503 | $ 503 | ||||
Operating lease interest rate | 0.030 | 0.030 | ||||
Maximum [Member] | ||||||
Operating lease obligation payable | $ 1,578 | $ 1,578 | ||||
Operating lease interest rate | 0.0557 | 0.0557 | ||||
Two Capital Leases [Member] | ||||||
Capital leases of net book value | $ 324,495 | |||||
Capital Lease One [Member] | ||||||
Lease expiration date | Jun. 30, 2020 | |||||
Capital Lease Two [Member] | ||||||
Lease expiration date | Dec. 31, 2025 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Payments on Leases (Details) (10-K) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 54,050 | |
2020 | $ 82,855 | 39,639 |
2021 | 84,021 | 13,213 |
Total | $ 425,467 | $ 106,902 |
Commitments - Schedule of Payme
Commitments - Schedule of Payments on Capital Lease Obligation (Details) (10-K) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 75,342 | |
2020 | 75,342 | |
2021 | 60,734 | |
2022 | 43,703 | |
2023 | 39,531 | |
Thereafter | 29,843 | |
Capital lease obligation | 324,495 | |
Less amounts representing interest | 26,354 | |
Current maturities of capital lease obligations | 65,265 | |
Capital lease obligations, non-current | $ 232,876 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Feb. 08, 2019 | Jan. 02, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Discount on debt | $ 29,122 | |||||
Legal fees | 5,000 | |||||
Interest expense | $ 36,095 | $ 14,215 | $ 106,206 | |||
Revised Debentures [Member] | ||||||
Debt interest percentage | 10.00% | |||||
Stock conversion price | $ 0.50 | |||||
Additional conversion of shares | 266,667 | |||||
Loss on debt extinguishment | $ 216,460 | |||||
Change from old beneficial conversion feature | 53,000 | |||||
Legal fees | 2,500 | |||||
Interest expense | $ 160,000 | |||||
2018 Debentures [Member] | ||||||
Discount on debt | 21,301 | $ 2,214 | ||||
2019 Debentures [Member] | ||||||
Discount on debt | $ 1,626 | |||||
Securities Purchase Agreement [Member] | Convertible Debentures [Member] | ||||||
Discount on debt | $ 395,000 | |||||
Securities Purchase Agreement [Member] | Convertible Debentures [Member] | Holder [Member] | ||||||
Stock conversion price | $ 0.75 | |||||
Beneficial ownership, percentage | 4.99% | |||||
Securities Purchase Agreement [Member] | 2019 Debentures [Member] | ||||||
Stock conversion price | $ 0.50 | |||||
Beneficial ownership, percentage | 4.99% | |||||
Discount on debt | $ 97,500 | |||||
Securities Purchase Agreement [Member] | Director [Member] | Convertible Debentures [Member] | ||||||
Aggregate principal sold amount | $ 400,000 | |||||
Debt interest percentage | 12.00% | |||||
Stock conversion price | $ 0.75 | |||||
Debt maturity date | Jan. 2, 2020 | |||||
Accrued unterest rate | 12.00% |
Debt (Details Narrative) (10-K)
Debt (Details Narrative) (10-K) - USD ($) | Jan. 02, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Discount on debt | $ 29,122 | ||||
Legal fees | 5,000 | ||||
Interest expense | $ 36,095 | $ 14,215 | $ 106,206 | ||
Minimum [Member] | |||||
Debt interest percentage | 10.00% | ||||
Stock conversion price | $ 0.50 | ||||
Convertible Notes Payable [Member] | |||||
Stock conversion price | $ 0.75 | $ 0.50 | |||
Beneficial ownership, percentage | 4.99% | ||||
Discount on debt | $ 395,000 | $ 395,000 | |||
Convertible Notes Payable [Member] | Minimum [Member] | |||||
Beneficial ownership, percentage | 4.99% | ||||
Convertible Notes Payable [Member] | Two Related Parties [Member] | |||||
Debt interest percentage | 12.00% | ||||
Convertible debt amount | $ 400,000 | ||||
Debt maturity date | Jan. 2, 2020 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Payable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Total | $ 97,831 | $ 160,029 | |
Total current portion | (32,052) | (38,991) | |
Total non-current portion | 65,779 | 121,038 | |
Notes Payable One [Member] | |||
Total | 16,228 | 18,707 | |
Notes Payable Two [Member] | |||
Total | 16,903 | 18,383 | |
Notes Payable Three [Member] | |||
Total | 48,103 | 50,072 | |
Notes Payable Four [Member] | |||
Total | 16,597 | 18,539 | |
Notes Payable Five [Member] | |||
Total | $ 54,328 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Payable (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Notes Payable One [Member] | ||
Monthly payment of debt | $ 716 | $ 716 |
Debt interest percentage | 6.50% | 6.50% |
Maturity date | Nov. 30, 2020 | Nov. 30, 2020 |
Notes Payable Two [Member] | ||
Monthly payment of debt | $ 615 | $ 615 |
Debt interest percentage | 6.80% | 6.80% |
Maturity date | Aug. 31, 2021 | Aug. 31, 2021 |
Notes Payable Three [Member] | ||
Monthly payment of debt | $ 1,295 | $ 1,295 |
Debt interest percentage | 14.72% | 14.72% |
Maturity date | Mar. 31, 2023 | Mar. 31, 2023 |
Notes Payable Four [Member] | ||
Monthly payment of debt | $ 1,063 | $ 1,063 |
Debt interest percentage | 5.76% | 5.76% |
Maturity date | Apr. 30, 2021 | Apr. 30, 2021 |
Notes Payable Five [Member] | ||
Monthly payment of debt | $ 947 | $ 947 |
Debt interest percentage | 6.14% | 6.14% |
Maturity date | Dec. 31, 2024 | Dec. 31, 2024 |
Debt - Schedule of Annual Princ
Debt - Schedule of Annual Principal Payments (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | |||
2019 | $ 32,052 | $ 49,318 | |
2020 | 28,478 | 46,567 | |
2021 | 15,117 | 29,614 | |
2022 | 12,759 | 22,307 | |
2023 | 9,425 | 25,653 | |
Thereafter | 11,362 | ||
Notes payable obligation | 184,821 | ||
Less amounts representing interest | (24,792) | ||
Total | $ 97,831 | $ 160,029 |
Contract Backlog (Details Narra
Contract Backlog (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contract Backlog | |||
Contract backlog | $ 436,239 | $ 583,392 | $ 1,091,816 |
Direct costs | $ 329,198 | $ 452,884 | $ 808,098 |
Contract Backlog (Details Nar_2
Contract Backlog (Details Narrative) (10-K) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contract Backlog | |||
Contract backlog | $ 436,239 | $ 583,392 | $ 1,091,816 |
Direct costs | $ 329,198 | $ 452,884 | $ 808,098 |
Acquisition Under Common Cont_2
Acquisition Under Common Control (Details Narrative) (10-K) - USD ($) | Jan. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2017 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Issuance of common stock for acquisition, shares | $ 1,183,581 | |||
Purchase Agreement [Member] | Benis Holdings [Member] | ||||
Aggregate business acquisition purchase price, amount | $ 221,800 | |||
Issuance of common stock for acquisition, shares | 444,445 | |||
Common stock, par value | $ .0001 | |||
Issuance of common stock for acquisition, shares | $ 1,177,779 | |||
Percentage of annual earnings before taxes | 50.00% |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Amortized | $ (5,121) | $ (18,777) |
December 31, 2022 [Member] | ||
Amortized | 5,121 | |
January 2023 [Member] | ||
Amortized | $ 1,707 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill beginning balance | $ 1,373,621 | |
Goodwill from acquisition of PVBJ Inc. | 1,373,621 | |
Adjustments | ||
Goodwill ending balance | $ 1,373,621 | $ 1,373,621 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Schedule of Intangibles - Customer List (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangibles beginning balance | $ 83,645 | |
Customer list from acquisition of PVBJ Inc. | 102,422 | |
Amortization | (5,121) | (18,777) |
Intangibles ending balance | $ 78,524 | $ 83,645 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) (10-K) | Feb. 01, 2018USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Issuance of common stock for acquisition | $ 1,183,581 | ||||
Net loss | $ (143,638) | $ (110,969) | (554,010) | $ 8,897 | |
Value of intangible asset amortization | $ 5,121 | 18,777 | |||
PVBJ Inc. [Member] | |||||
Annual earnings before taxes percentage | 0.50 | ||||
Net loss | 27,682 | ||||
Value of intangible asset amortization | 18,777 | ||||
PVBJ Inc. [Member] | General and Administrative Expense [Member] | |||||
Acquisition related cost | $ 44,500 | ||||
PVBJ Inc. [Member] | Employment Agreement [Member] | Paul V. Benis [Member] | |||||
Salary payable | $ 150,000 | ||||
PVBJ Inc. [Member] | Common Stock [Member] | |||||
Cash acquired from acquisition | $ 221,800 | ||||
Issuance of common stock for acquisition, shares | shares | 444,445 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Issuance of common stock for acquisition | $ 1,177,779 |
Business Acquisition - Schedule
Business Acquisition - Schedule of Estimated Consideration Transferred in Acquisition (Details) (10-K) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Combinations [Abstract] | |
Upfront consideration | $ 1,177,779 |
Liabilities assumed | 878,565 |
Total | $ 2,056,343 |
Business Acquisition - Schedu_2
Business Acquisition - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (10-K) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Combinations [Abstract] | |||
Cash and cash equivalents | $ 30,408 | ||
Accounts receivable | 277,338 | ||
Property and equipment, net | 272,554 | ||
Customer list | 102,422 | ||
Goodwill | $ 1,373,621 | 1,373,621 | |
Total assets acquired | 2,056,344 | ||
Accounts payable | (112,590) | ||
Debt assumed | (590,657) | ||
Earn out liability | (175,318) | ||
Total liabilities assumed | (878,565) | ||
Total net assets acquired | $ 1,177,779 |
Business Acquisition - Schedu_3
Business Acquisition - Schedule of Intangible Assets Acquired, Preliminary Estimated Useful Lives and Amortization (Details) (10-K) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Total | $ 102,422 |
Customer List [Member] | |
Total | $ 102,422 |
Years | 5 years |
Amortization Method | Straight Line |
Business Acquisition - Schedu_4
Business Acquisition - Schedule of Pro Forma Financial Information (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Revenues | $ 7,755,567 | $ 8,533,972 |
Net loss | $ (549,235) | $ (83,468) |
Net loss per share: Basic | $ (0.07) | $ (0.01) |
Net loss per share: Diluted | $ (0.07) | $ (0.01) |
Stock Options Awards and Gran_3
Stock Options Awards and Grants (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Market stock price | $ 0.3958 | $ 0.3958 | |||
Exercise price | $ 1.15 | $ 0.03 | $ 1.83 | $ 0.01 | |
Unrecognized compensation expense | $ 48,076 | $ 56,745 | $ 110,366 | $ 93,218 | |
Common Stock One [Member] | |||||
Exercise price | $ 2 | $ 1.50 | |||
Common Stock Two [Member] | |||||
Exercise price | 1.50 | $ 1 | |||
Common Stock Three [Member] | |||||
Exercise price | 1 | ||||
Common Stock Four [Member] | |||||
Exercise price | $ 1.15 |
Stock Options Awards and Gran_4
Stock Options Awards and Grants (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Market stock price | $ 0.3958 | $ 0.3958 | |||
Exercise price | $ 1.15 | $ 0.03 | $ 1.83 | $ 0.01 | |
Unrecognized compensation expense | $ 48,076 | $ 56,745 | $ 110,366 | $ 93,218 | |
Common Stock [Member] | |||||
Exercise price | $ 2 | ||||
Common Stock One [Member] | |||||
Exercise price | $ 2 | 1.50 | |||
Common Stock Two [Member] | |||||
Exercise price | $ 1.50 | $ 1 |
Stock Options Awards and Gran_5
Stock Options Awards and Grants - Schedule of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of Shares, Outstanding at beginning | 955,000 | 1,050,000 | 1,000,000 | |
Number of Shares, Grants | 15,000 | 30,000 | 150,000 | 1,000,000 |
Number of Shares, Exercised | (100,000) | (100,000) | ||
Number of Shares, Cancelled | (1,500) | (25,000) | ||
Number of Shares, Outstanding at end | 968,500 | 955,000 | 1,050,000 | 1,000,000 |
Number of Shares, Exercisable at end | 531,250 | 106,250 | ||
Weighted-Average Exercise Price, Outstanding at beginning | $ 0.29 | $ 0.27 | $ 0.01 | |
Weighted-Average Exercise Price, Grants | 1.15 | 0.03 | 1.83 | 0.01 |
Weighted-Average Exercise Price, Exercised | 0.01 | 0.01 | ||
Weighted-Average Exercise Price, Cancelled | 0.05 | 0.03 | ||
Weighted-Average Exercise Price, Outstanding at end | 0.28 | 0.29 | 0.27 | $ 0.01 |
Weighted-Average Exercise Price, Exercisable at end | $ 0.28 | $ 0.26 | ||
Weighted-Average Remaining Contractual Term, Outstanding at beginning | 3 years 4 months 24 days | 3 years 4 months 6 days | 3 years 2 months 8 days | 0 years |
Weighted-Average Remaining Contractual Term, Grants | 4 years 9 months 22 days | 4 years 10 months 21 days | 4 years 4 months 6 days | 5 years |
Weighted-Average Remaining Contractual Term, Outstanding at end | 3 years 5 months 27 days | 3 years 4 months 24 days | 3 years 4 months 6 days | 3 years 2 months 8 days |
Weighted-Average Remaining Contractual Term, Exercisable at end | 3 years 5 months 27 days | 2 years 11 months 23 days | 0 years | |
Aggregate Intrinsic Value, Outstanding at beginning | $ 461,251 | $ 514,182 | $ 387,450 | |
Aggregate Intrinsic Value, Grants | $ 165,477 | $ 387,450 | ||
Aggregate Intrinsic Value, Exercised | $ (38,475) | $ (38,745) | ||
Aggregate Intrinsic Value, Canceled | $ (629) | $ (14,456) | ||
Aggregate Intrinsic Value, Outstanding at end | $ 460,622 | $ 461,251 | $ 514,182 | $ 387,450 |
Aggregate Intrinsic Value, Exercisable at end | $ 258,090 | $ 120,063 |
Segment Information (Details Na
Segment Information (Details Narrative) - Segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segment Information (Details _2
Segment Information (Details Narrative) (10-K) - Segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets by Segment | $ 3,659,042 | $ 3,524,507 | $ 1,485,196 | |
Revenue by segment | 1,704,273 | $ 1,726,324 | 7,546,437 | 6,352,886 |
Cost of sales by segment | 1,196,438 | 1,241,030 | 5,532,983 | 4,329,070 |
Operating expenses | 626,552 | 574,684 | 2,446,860 | 1,960,863 |
Operating (loss) income by segment | (118,717) | (89,390) | (433,406) | 62,953 |
Renewable Systems Integration [Member] | ||||
Assets by Segment | 1,640,549 | 1,540,423 | 27,589 | |
Revenue by segment | 49,514 | 31,789 | ||
Cost of sales by segment | 37,785 | 31,617 | ||
Operating expenses | 167,540 | 161,692 | ||
Operating (loss) income by segment | (155,811) | (161,520) | ||
Non-renewable Systems Integration [Member] | ||||
Assets by Segment | 2,018,493 | 1,984,084 | ||
Non-renewable Systems Integration [Member] | ||||
Assets by Segment | 1,457,607 | |||
Revenue by segment | 1,654,759 | 1,694,535 | 7,505,889 | 6,266,967 |
Cost of sales by segment | 1,158,653 | 1,209,413 | 5,492,607 | 4,241,421 |
Operating expenses | 459,012 | 412,992 | 1,881,160 | 1,699,745 |
Operating (loss) income by segment | $ 37,094 | $ 72,130 | 132,122 | 325,586 |
Renewable Systems Integration - Related Party [Member] | ||||
Revenue by segment | 40,548 | 85,919 | ||
Cost of sales by segment | 40,376 | 87,649 | ||
Operating expenses | 565,700 | 261,118 | ||
Operating (loss) income by segment | $ (565,528) | $ (262,633) |
401(k) Plans (Details Narrative
401(k) Plans (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Employee compensation plan expense | $ 12,324 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Gross deferred tax assets | $ 430,000 | $ 235,000 |
Deferred tax assets valuation allowance | 380,000 | 191,000 |
Change in the valuation allowance | 189,000 | |
Gross net operating loss carryforwards | $ 749,000 | $ 235,000 |
Net operating loss carryforwards expiration description | Which begin to expire after 2036 through 2038 | |
Ownership percentage | 50.00% | |
Income tax description | The Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, eliminates the alternative minimum tax for corporations, and creates a one-time deemed repatriation of profits earned outside of the U.S. | |
Income tax effective corporate tax rate | 21.00% | 34.00% |
Deferred tax assets write-down | $ 88,000 | |
Decrease in net operating loss | $ 64,000 |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Income Tax Expense (Benefit) (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total current | $ 22,000 | $ 98,000 | ||
Total deferred | (6,000) | (44,000) | ||
Total income tax expense (benefit) | 16,257 | 54,056 | ||
U.S. Federal [Member] | ||||
Total current | ||||
Total deferred | ||||
U.S. State and Local [Member] | ||||
Total current | 13,000 | |||
Total deferred | ||||
Australia [Member] | ||||
Total current | 9,000 | 98,000 | ||
Total deferred | $ (6,000) | $ (44,000) |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Asset and Liability (Details) (10-K) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards - U.S. | $ 224,000 | $ 68,000 |
Charitable contribution carryforward | 3,000 | |
Share-based compensation | 153,000 | 123,000 |
Accrued liabilities | 50,000 | 44,000 |
Gross deferred tax assets | 430,000 | 235,000 |
Valuation allowance | (380,000) | (191,000) |
Net deferred tax assets | $ 50,000 | $ 44,000 |
Income Tax - Schedule of Effect
Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory tax rate | 21.00% | 34.00% |
State income taxes, net of federal benefit | (7.10%) | (67.20%) |
U.S. vs. foreign tax rate differential | 0.00% | (20.70%) |
Impact of tax law change | 0.00% | 140.50% |
Deferred tax adjustments | 0.00% | (205.70%) |
Deemed repatriation | 0.00% | 34.70% |
Other | (9.50%) | (8.10%) |
Change in valuation allowance | (7.40%) | 178.40% |
Effective tax rate | (3.00%) | 85.90% |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Compute Basic and Diluted Earnings Per Share (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loss per share | ||||
Net income (loss) | $ (143,638) | $ (110,969) | $ (554,010) | $ 8,897 |
Weighted average common shares outstanding | 7,593,413 | 7,486,024 | 7,586,024 | 6,703,223 |
Dilutive securities Convertible debt | 601,704 | |||
Dilutive securities Options | 951,034 | 996,520 | ||
Diluted weighted average common shares outstanding | 7,593,413 | 7,486,024 | 7,586,024 | 7,699,743 |
Basic net income (loss) per share | $ (0.02) | $ (0.02) | $ (0.07) | $ 0 |
Diluted net income (loss) per share | $ (0.02) | $ (0.02) | $ (0.07) | $ 0 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - Credit Agreement [Member] - USD ($) | Aug. 21, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Revolving line of credit | $ 350,000 | ||
Line of credit facility, maximum borrowing capacity | $ 350,000 | ||
Line of credit facility, description | 85% of Eligible Accounts (as defined in the Credit Agreement). Borrowings under the Credit Agreement may be used for working capital and to refinance certain existing debt of PVBJ. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Principal covenants include a debt service coverage ratio of not less than 1.15 to 1.0, a fixed charge coverage ratio of not less than 1.15 to 1.0, and maintaining a tangible net worth of at least $150,000, excluding intercompany loans to H/Cell. | ||
Tangible capital, net | $ 150,000 | ||
Loan commitment, expiration date | Aug. 21, 2020 | ||
Loan commitment fee | $ 7,000 | $ 3,500 | $ 3,500 |
Monthly monitoring fees, percentage | 0.33% | ||
Amount available for borrowing | 120,848 | ||
Thermo Communications Funding, LLC [Member] | |||
Monthly monitoring fees, percentage | 4.00% | ||
Early termination fees | $ 350,000 | ||
First Anniversary [Member] | |||
Loan commitment fee | $ 3,500 | $ 3,500 | |
Minimum [Member] | |||
Line of credit interest percentage | 9.50% | ||
Prime Rate [Member] | |||
Line of credit interest percentage | 5.00% |
Note Payable (Details Narrati_2
Note Payable (Details Narrative) (10-K) - USD ($) | Aug. 21, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Credit Agreement [Member] | |||
Revolving line of credit | $ 350,000 | ||
Line of credit facility, maximum borrowing capacity | $ 350,000 | ||
Line of credit facility, description | 85% of Eligible Accounts (as defined in the Credit Agreement). Borrowings under the Credit Agreement may be used for working capital and to refinance certain existing debt of PVBJ. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Principal covenants include a debt service coverage ratio of not less than 1.15 to 1.0, a fixed charge coverage ratio of not less than 1.15 to 1.0, and maintaining a tangible net worth of at least $150,000, excluding intercompany loans to H/Cell. | ||
Tangible capital, net | $ 150,000 | ||
Loan commitment, expiration date | Aug. 21, 2020 | ||
Loan commitment fee | $ 7,000 | $ 3,500 | $ 3,500 |
Monthly monitoring fees, percentage | 0.33% | ||
Amount available for borrowing | 120,848 | ||
Credit Agreement [Member] | Thermo Communications Funding, LLC [Member] | |||
Monthly monitoring fees, percentage | 4.00% | ||
Early termination fees | $ 350,000 | ||
Credit Agreement [Member] | First Anniversary [Member] | |||
Loan commitment fee | $ 3,500 | 3,500 | |
Credit Agreement [Member] | Minimum [Member] | |||
Line of credit interest percentage | 9.50% | ||
Credit Agreement [Member] | Prime Rate [Member] | |||
Line of credit interest percentage | 5.00% | ||
Thermo Credit Agreement [Member] | |||
Amount available for borrowing | $ 38,296 |
Equity Purchase Agreement - (De
Equity Purchase Agreement - (Details Narrative) - USD ($) | Mar. 12, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Number of shares issued for common stock | |||
Agreed to payment to related party | $ 48,000 | ||
Investor [Member] | |||
Investor purchases description | (i) that the Company has an effective registration statement with the SEC registering the Shares for resale, and (ii) that the purchase of the Shares shall not cause the Investor to own more than 9.99% of the outstanding shares of common stock. In connection with the Equity Purchase Agreement, the Company agreed to pay $15,000 of fees to the Investor, of which $10,000 was paid on execution of the Equity Purchase Agreement, and the remaining $5,000 will be paid on the first sale of Shares. | ||
Number of donate shares to common stock | 35,000 | ||
Equity Purchase Agreement [Member] | |||
Number of shares issued for common stock | $ 450,000 | ||
Investor purchases description | The Investor has an obligation, to the extent it has not already made voluntary purchases, to purchase up to (i) $200,000 in Shares within 15 Trading Days (as defined in the Equity Purchase Agreement) after the effective date of the Registration Statement (as defined below) and (ii) $450,000 in Shares within 70 Trading Days after the effective date of the Registration Statement. | ||
Equity Purchase Agreement [Member] | Investor [Member] | |||
Agreed to payment to related party | $ 15,000 | ||
Payments for execution | 10,000 | ||
Paid sale of shares | 5,000 | ||
Equity Purchase Agreement [Member] | Maximum [Member] | |||
Number of shares issued for common stock | $ 450,000 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Accounting Changes and Error Corrections [Abstract] | |
Additional lease liabilities | $ 261,047 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) (10-K) | Mar. 12, 2019USD ($)Integershares | Feb. 08, 2019USD ($)$ / shares | Jan. 21, 2019$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares |
Option exercise price | $ / shares | $ 0.28 | $ 0.26 | ||||
Purchase of common stock shares value | ||||||
Ownership percentage | 50.00% | |||||
Common Stock [Member] | ||||||
Purchase of common stock shares value | $ 380 | |||||
Minimum [Member] | ||||||
Debt interest percentage | 10.00% | |||||
Debt instrument conversion price | $ / shares | $ 0.50 | |||||
Purchase Agreement [Member] | Common Stock [Member] | ||||||
Number of common shares agreed to donate | shares | 35,000 | |||||
One Employee [Member] | ||||||
Number of non-statutory options granted shares | shares | 15,000 | |||||
Percentage for vesting option | 25.00% | |||||
Option expiration term | 5 years | |||||
Option exercise price | $ / shares | $ 1.15 | |||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | ||||||
Debt instrument principal amount | $ 150,000 | |||||
Debt interest percentage | 10.00% | |||||
Debt instrument conversion price | $ / shares | $ 0.50 | |||||
Debt instrument maturity date | Feb. 8, 2021 | |||||
Beneficial ownership, percentage | 4.99% | |||||
Holders [Member] | Maximum [Member] | ||||||
Debt interest percentage | 12.00% | |||||
Debt instrument conversion price | $ / shares | $ 0.75 | |||||
Holders [Member] | Minimum [Member] | ||||||
Debt interest percentage | 10.00% | |||||
Debt instrument conversion price | $ / shares | $ 0.50 | |||||
Accredited Investor [Member] | Purchase Agreement [Member] | Common Stock [Member] | ||||||
Purchase of common stock shares value | $ 450,000 | |||||
Debt conversion ratio | 0.60 | |||||
Shares trading days | Integer | 5 | |||||
Repurchase agreement description | The Company has the right to reject any purchase notice from the Investor by delivering written notice of such rejection within one trading day after receipt. If the Company rejects any purchase notice, the Investor has no further obligations to purchase Shares under the Purchase Agreement. The Company may terminate the Purchase Agreement at any time by written notice to the Investor in the event of a material breach of the Purchase Agreement by the Investor. In addition, the Purchase Agreement will automatically terminate on the earliest of: (i) the date that the Investor has purchased $450,000 of Shares; (ii) 70 Trading Days after the effective date of the Registration Statement; or (iii) the date the Registration Statement is no longer effective.The obligation of the Investor to purchase the Shares is subject to several conditions, including, among other thing, (i) that the Company has an effective registration statement with the SEC registering the Shares for resale, and (ii) that the purchase of the Shares shall not cause the Investor to own more than 9.99% of the outstanding shares of common stock. | |||||
Ownership percentage | 9.99% | |||||
Investor fee | $ 15,000 | |||||
Accredited Investor [Member] | Purchase Agreement [Member] | Common Stock [Member] | Within 15 Trading Days [Member] | ||||||
Purchase of common stock shares value | $ 200,000 | |||||
Shares trading days | Integer | 15 | |||||
Accredited Investor [Member] | Purchase Agreement [Member] | Common Stock [Member] | Within 70 Trading Days [Member] | ||||||
Purchase of common stock shares value | $ 450,000 | |||||
Shares trading days | Integer | 70 | |||||
Accredited Investor [Member] | Purchase Agreement [Member] | Common Stock [Member] | On Execution of Purchase Agreement [Member] | ||||||
Investor fee | $ 10,000 | |||||
Accredited Investor [Member] | Purchase Agreement [Member] | Common Stock [Member] | On First Sale of Shares [Member] | ||||||
Investor fee | $ 5,000 |