Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Ecoark Holdings, Inc. |
Entity Central Index Key | 1,437,491 |
Amendment Flag | false |
Document Type | S1 |
Document Period End Date | Dec. 31, 2015 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 1,962 | $ 2,220 |
Accounts receivable, net of allowance | 972 | 884 |
Inventory, net of reserves | 743 | 903 |
Prepaid expenses | $ 161 | 151 |
Related party receivable | 100 | |
Other current assets | $ 130 | 25 |
Total current assets | 3,968 | 4,283 |
Property and equipment, net | 363 | 462 |
Intangible assets, net | 852 | $ 1,904 |
Other assets | 25 | |
Total non-current assets | 1,240 | $ 2,366 |
TOTAL ASSETS | 5,208 | 6,649 |
CURRENT LIABILITIES | ||
Current portion of long-term debt | 3,175 | 3,027 |
Current portion of long-term debt - related parties | $ 1,329 | 6,176 |
Note payable - bank | 250 | |
Accounts payable | $ 1,074 | 967 |
Accrued expenses | 503 | 209 |
Accrued interest | $ 40 | 148 |
Deferred revenue | 142 | |
Total current liabilities | $ 6,121 | 10,919 |
NON-CURRENT LIABILITIES | ||
Long-term debt, net of current portion | 171 | |
Long-term debt - related parties, net of current portion | 3,111 | |
Total non-current liabilities | $ 3,282 | |
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | $ 6,121 | $ 14,201 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Additional paid-in-capital | 36,164 | 21,615 |
Subscription receivable | (55) | (31) |
Accumulated deficit | (36,587) | (26,085) |
Treasury stock, at cost, 3,542 and 13,400 Series A General Common Shares as of December 31, 2015 and 2014, respectively | (928) | (3,514) |
Total stockholders' equity (deficit) before non-controlling interest | (818) | (7,428) |
Non-controlling interest | (95) | (124) |
Total stockholders' equity (deficit) | (913) | (7,552) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 5,208 | 6,649 |
Series A General Common Shares | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Total stockholders' equity (deficit) | 380 | 380 |
Series B Common Shares | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Total stockholders' equity (deficit) | 99 | 99 |
Series C Common Shares | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Total stockholders' equity (deficit) | 35 | 34 |
Series D Common Shares | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Total stockholders' equity (deficit) | $ 74 | $ 74 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Series A General Common Shares | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 38,000 | 38,000 |
Common stock, shares issued | 38,000 | 38,000 |
Common stock, shares outstanding | 34,458 | 24,600 |
Treasury stock, shares | 3,542 | 13,400 |
Series B Common Shares | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000 | 10,000 |
Common stock, shares issued | 9,862 | 9,862 |
Common stock, shares outstanding | 9,862 | 9,862 |
Series C Common Shares | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 5,000 | 5,000 |
Common stock, shares issued | 3,475 | 3,350 |
Common stock, shares outstanding | 3,475 | 3,350 |
Series D Common Shares | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 8,000 | 8,000 |
Common stock, shares issued | 7,446 | 7,446 |
Common stock, shares outstanding | 7,446 | 7,446 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES | ||
Revenue from product sales | $ 5,167 | $ 4,378 |
Revenue from services | 2,701 | 1,639 |
Total Revenues | 7,868 | 6,017 |
COST OF REVENUES | ||
Cost of product sales | 4,960 | 4,298 |
Cost of services | 1,178 | 726 |
Total cost of revenues | 6,138 | 5,024 |
GROSS PROFIT | 1,730 | 993 |
OPERATING EXPENSES: | ||
Salaries and salary related costs, including stock based compensation | 3,791 | 2,836 |
Professional fees and consulting | 3,651 | 5,311 |
General and administrative | 1,636 | 1,630 |
Depreciation and amortization | 1,226 | 1,708 |
Research and development | 1,114 | 1,053 |
Total operating expenses | 11,418 | 12,538 |
Loss from operations | (9,688) | (11,545) |
OTHER EXPENSE: | ||
Interest expense, net of interest income | (785) | (1,270) |
Loss from continuing operations before provision for income taxes | $ (10,473) | $ (12,815) |
PROVISION FOR INCOME TAXES | ||
LOSS FROM CONTINUING OPERATIONS | $ (10,473) | $ (12,815) |
DISCONTINUED OPERATIONS | ||
Loss from discontinued operations | $ (1,449) | |
Gain (loss) on disposal of operations | ||
LOSS FROM DISCONTINUED OPERATIONS | $ (1,449) | |
NET LOSS | $ (10,473) | (14,264) |
NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST | 29 | (129) |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (10,502) | $ (14,135) |
NET LOSS PER SHARE | ||
Basic | $ (0.18) | $ (0.26) |
Diluted | $ (0.18) | $ (0.26) |
SHARES USED IN CALCULATION OF NET INCOME PER SHARE | ||
Basic | 58,688 | 55,150 |
Diluted | 58,789 | 55,843 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Series A General Common | Series B Common | Series C Common | Series D Common | Additional Paid-In-Capital | Subscription Receivable | Accumulated Deficit | Treasury Stock | Non-controlling Interest |
Balance at Dec. 31, 2013 | $ 959 | $ 380 | $ 99 | $ 20 | $ 18 | $ 13,381 | $ (11,950) | $ (994) | $ 5 | |
Balance (in shares) at Dec. 31, 2013 | 38,000 | 9,862 | 2,000 | 1,779 | ||||||
Shares issued for cash, net of expenses | 5,143 | $ 46 | 5,128 | $ (31) | ||||||
Shares issued for cash, net of expenses (in shares) | 4,667 | |||||||||
Shares issued for services rendered | 2,938 | $ 14 | $ 10 | 2,914 | ||||||
Shares issued for services rendered (in shares) | 1,350 | 1,000 | ||||||||
Repurchase of treasury shares | (3,116) | (3,116) | ||||||||
Re-issuance of treasury shares for company formation | 28 | 28 | ||||||||
Re-issuance of treasury shares for services rendered | 568 | 568 | ||||||||
Stock based compensation - options | 192 | 192 | ||||||||
Net loss for the year | (14,264) | (14,135) | (129) | |||||||
Balance at Dec. 31, 2014 | (7,552) | $ 380 | $ 99 | $ 34 | $ 74 | 21,615 | (31) | (26,085) | (3,514) | (124) |
Balance (in shares) at Dec. 31, 2014 | 38,000 | 9,862 | 3,350 | 7,446 | ||||||
Re-issuance of treasury shares for cash, net of expenses | 8,430 | 7,301 | (55) | 1,184 | ||||||
Shares issued for services rendered | 175 | $ 1 | 174 | |||||||
Shares issued for services rendered (in shares) | 125 | |||||||||
Repurchase of treasury shares for release of guarantee | 393 | (393) | ||||||||
Collection of subscription receivable | 31 | 31 | ||||||||
Re-issuance of treasury shares for services rendered | 719 | 719 | ||||||||
Re-issuance of treasury shares for debt conversion | 7,391 | 6,315 | 1,076 | |||||||
Stock based compensation - options | 366 | 366 | ||||||||
Net loss for the year | (10,473) | (10,502) | 29 | |||||||
Balance at Dec. 31, 2015 | $ (913) | $ 380 | $ 99 | $ 35 | $ 74 | $ 36,164 | $ (55) | $ (36,587) | $ (928) | $ (95) |
Balance (in shares) at Dec. 31, 2015 | 38,000 | 9,862 | 3,475 | 7,446 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss attributable to controlling interest | $ (10,502) | $ (14,135) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,226 | 1,708 |
Stock-based compensation - options | 366 | 192 |
Shares of common stock issued for services rendered | 175 | 2,938 |
Shares of treasury stock re-issued for services rendered, company formation | 719 | 596 |
Change in non-controlling interest on cash | 29 | (129) |
Changes in assets and liabilities: | ||
Accounts receivable | (88) | (671) |
Inventory | 160 | 93 |
Prepaid expenses | (10) | 13 |
Other assets | (130) | 38 |
Accounts payable | 107 | 123 |
Accrued expenses | 294 | 103 |
Accrued interest | 125 | 977 |
Deferred revenue | (142) | 142 |
Net cash used in operating activities | (7,671) | (8,012) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (60) | (197) |
Collections (advances) on notes receivable - related party | 100 | $ (100) |
Acquisition of intangible assets | (15) | |
Net cash provided by (used in) investing activities | 25 | $ (297) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net of fees | 31 | $ 5,143 |
Re-issuance of treasury shares for cash, net of expenses | $ 8,430 | |
Proceeds from the issuances of long-term debt | $ 3,000 | |
Repayments of debt | $ (273) | (26) |
Proceeds from the issuances of long-term debt - related parties | 1,875 | 5,259 |
Repayments of long-term debt - related parties | (2,675) | (3,199) |
Net cash provided by financing activities | 7,388 | 10,177 |
NET INCREASE (DECREASE) IN CASH | (258) | 1,868 |
Cash - beginning of the year | 2,220 | 352 |
Cash - end of the year | 1,962 | 2,220 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | $ 551 | 23 |
Cash paid for income taxes | 1 | |
SUMMARY OF NONCASH ACTIVITIES: | ||
Treasury stock re-purchased for long-term debt related parties | $ 2,500 | |
Treasury stock re-purchased for release of guarantee | $ 393 | |
Treasury stock re-purchased for sale of net assets - SA Concepts | $ 616 | |
Treasury stock re-issued for debt conversion - related parties | $ 7,391 | |
Accrued interest converted into debt - related parties | $ 235 | $ 1,400 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business and Organization EcoArk Inc. and Subsidiaries is an innovative and growth-oriented company founded in 2011 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. EcoArk Inc. is a holding company that integrates the business of its subsidiaries (see detail below). Eco3D, LLC Eco360, LLC SA Concepts, Inc Pioneer Products, LLC Intelleflex Corporation Principles of Consolidation The consolidated financial statements include the accounts of EcoArk, Inc. and its subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company is a holding company and holds one hundred percent of Eco360, Pioneer and Intelleflex. EcoArk owns 65% of Eco3D and the remaining 35% interest is owned by executives of Eco3D. The Company applies the guidance of Topic 810 “Consolidation” of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except when control does not rest with the parent. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. Noncontrolling Interests In accordance with ASC 810-10-45, Noncontrolling Interests in Consolidated Financial Statements, Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management's opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. Reclassification The Company has reclassified certain amounts in the 2014 consolidated financial statements to comply with the 2015 presentation. These changes had no effect on the net loss for 2014. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, obsolete or slow-moving inventory, and determination of the fair value of stock awards issued. Actual results could differ from those estimates. Cash Cash consists of cash, demand deposits and money market funds. Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined by specific identification on a first in first out basis, and provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from five to ten years. FASB Codification Topic 360 “Property, Plant and Equipment” (ASC 360), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. Intangible assets with definite useful lives are stated at cost less accumulated amortization. Intangible assets capitalized as of December 31, 2015 and 2014 represent the valuation of the Company-owned patents and customer lists. These intangible assets are being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents and three years for the customer lists. Expenditures on intangible assets through the Company’s filing of patent and trademark protection for Company-owned inventions are expensed as incurred. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the years ended December 31, 2015 and 2014. Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the years ended December 31, 2015 and 2014 are included in other general and administrative costs. Software Costs The Company accounts for software development costs in accordance with ASC 985.730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed Research and Development Costs Research and development costs are expensed as incurred. Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were issued . Shipping and Handling Costs The Company reports shipping and handling revenues and their associated costs in revenue and cost of revenue, respectively. Shipping revenues and costs for the years ended December 31, 2015 and 2014 were nominal and included in cost of product sales. Revenue Recognition In regards to product revenue, product revenue primarily consists of the sale of electronic hardware, recycled plastics products, and recycled furniture. These subsidiaries recognize revenue when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured The Company for its software revenue will recognize revenues in accordance with ASC 985-605, Software Revenue Recognition. Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in future periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have not been established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to training and other service elements is recognized as the services are performed. If evidence of fair value does not exist for all elements of a license agreement and post customer support (PCS) is the only undelivered element, then all revenue for the license arrangement is recognized ratably over the term of the agreement as license revenue. If evidence of fair value of all undelivered PCS elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. Cost of license revenue primarily includes product, delivery, and royalty costs. Cost of maintenance and service revenue consists primarily of labor costs for engineers performing implementation services, technical support, and training personnel as well as facilities and equipment costs. The Company enters into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. The Company uses a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, the Company follows the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Generally, VSOE is the price charged when the deliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis. The process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35, Construction-Type and Production-Type Contracts. We use the percentage of completion method provided all of the following conditions exist: ● the contract includes provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged and the manner and terms of settlement; ● the customer can be expected to satisfy its obligations under the contract; ● the Company can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Management has determined that the allowance for doubtful accounts at December 31, 2015 and 2014 was $2 and $0, respectively. Uncertain Tax Positions The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Stock-Based Compensation The Company follows ASC 718-10 “Share Based Payments” The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “ Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Fair Value of Financial Instruments ASC 825, " Financial Instruments Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. Fair Value Measurements ASC 820, “ Fair Value Measurements” Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Segment Information The Company follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. Related Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. A related party receivable of $100 outstanding at December 31, 2014 was collected in August 2015. Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, “ Leases (Topic 842)”. In February 2015, the FASB issued ASU No. 2015-02, " Consolidation (Topic 810): Amendments to the Consolidation Analysis In November 2014, the FASB issued ASU No. 2014-17, “ Business Combinations – Pushdown Accounting During August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements—Going Concern In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Going Concern The Company commenced operations in 2011, and has experienced typical start-up costs and losses from operations resulting in an accumulated deficit of $36,587 since inception. The accumulated deficit as well as recurring losses of $10,502 and $14,135 for the years ended December 31, 2015 and 2014, and the working capital deficit of $2,153 as of December 31, 2015, have resulted in the uncertainty of the Company to continue as a going concern. These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan and following a reverse merger transaction in March 2016, the Company received $6,725 (see Note 14). The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory [Abstract] | |
INVENTORY | NOTE 2: Inventory, net of reserves, consisted of the following as of December 31, 2015 and 2014: 2015 2014 Inventory $ 1,363 $ 1,495 Inventory Reserves (620 ) (592 ) Total $ 743 $ 903 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: Property and equipment consisted of the following as of December 31, 2015 and 2014: 2015 2014 Furniture and fixtures $ 110 $ 110 Computers and software costs 382 359 Machinery and equipment 476 443 Leasehold improvements 4 5 Total property and equipment 972 917 Accumulated depreciation (609 ) (455 ) Property and equipment, net $ 363 $ 462 Depreciation expense for the years ended December 31, 2015 and 2014 was $159 and $312, respectively. There was no impairment on these assets for this two-year period. The Company retired approximately $5 of fully depreciated property and equipment in 2015. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 4: INTANGIBLE ASSETS The following is a summary of intangible assets as of December 31, 2015 and 2014: 2015 2014 Customer lists $ 3,980 $ 3,965 Patents 1,013 1,013 Total intangible assets 4,993 4,978 Accumulated amortization (4,141 ) (3,074 ) Intangible assets, net $ 852 $ 1,904 Amortization expense for the years ended December 31, 2015 and 2014 was $1,067 and $1,396, respectively. There was no impairment on these assets for this two-year period. |
Long-Term Debt - Related Partie
Long-Term Debt - Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt/ Long-Term Debt - Related Parties [Abstract] | |
LONG-TERM DEBT - RELATED PARTIES | NOTE 5: LONG-TERM DEBT – RELATED PARTIES The following is a summary of long-term debt – related parties as of December 31, 2015 and 2014: 2015 2014 Promissory notes – shareholders (a) $ - $ - Promissory note – related party (b) 50 412 Promissory note #1 – CEO (c) 62 227 Promissory note #2 – CEO (d) - 2,500 Promissory note #3 – CEO (e) 1,217 - Note payable – various (f) - 800 Note payable –SA Concepts (g) - 74 Note payable – Goldenhawk (h) - 3,674 Note payable - other (i) - 1,600 Total 1,329 9,287 Less: current portion (1,329 ) (6,176 ) Long-term debt – related parties $ - $ 3,111 (a) Note payable to shareholders commencing July 22, 2013 issued at an interest rate of 10% maturing September 22, 2013, secured by the fixed and intangible assets of Intelleflex. The principal balance of $1,100 remained outstanding accruing interest at the rate of 10% through November 16, 2014. On November 16, 2014 these notes along with accrued interest in the amount of $908, as well as principal of $1,174 and accrued interest of $493 (see note (c)) were grouped into new debt with a related company “Goldenhawk” referred to in (h). (b) Unsecured note payable to former shareholder bearing interest at 5% per annum, with monthly principal and interest payments beginning in November 2014, maturing in November 2016. (c) Note payable to the Company’s Chief Executive Officer (CEO), Randy May. In 2013 and 2014 the note was accruing interest at the rate of 10% through November 16, 2014. On November 16, 2014, the then outstanding principal of $1,174 and the accrued interest of $493 were combined with the outstanding balances of other shareholder notes in the principal amount of $1,100 and accrued interest of $908 (see note (a)) to create a new note with a related company “Goldenhawk” referred to in (h). The new note payable from November 17, 2014 through December 31, 2014 was an unsecured note bearing interest at a rate of 6% per annum, maturing in November 2015. On November 30, 2015, after monthly payments were being made, and additional amounts funded in March 2015 and May 2015 totaling $600, the Company along with the $2,500 (d below), combined these amounts into a new one year promissory note in the amount of $3,197 due November 30, 2016. Payments of $30 were made on this note in the first quarter of 2016. (d) Unsecured note payable with the Company’s CEO, bearing interest at 6% per annum. Quarterly interest payments were due commencing February 2015, with the note maturing in November 2015. Note was the result of the value of the 10,000 Class A Common Shares re-acquired on November 16, 2014 from the CEO in an effort to raise capital without further dilution to the current shareholders. See (c) above for details on the extension of this note. (e) Note payable with the Company’s CEO commencing November 30, 2015 at an interest rate of 6% per annum (see note c). The beginning principal balance of $3,197 was reduced by $1,980 on December 31, 2015 in exchange for 1,100 shares of Series A General Common Shares that were Treasury Shares owned by the Company. The remaining principal balance matures in November 2016. (f) Various related party unsecured notes bearing interest at 10% per annum. Notes were to mature in January 2015, however were extended through August 2015 and fully paid off by August 2015. (g) Note payable to SA Concepts upon sale of that Company on November 16, 2014. Original principal amount of $100. Note matured in March 2015 at which time it was paid off and there was no interest charged on this note. (h) As noted in (a) and (c) above, this note commenced on November 16, 2014 as the result of the combination of two separate notes and accrued interest on those respective notes. Commencing November 16, 2014, this new note bears interest at the rate of 6% per annum, unsecured, with quarterly interest payments due commencing February 2015 and the note maturing in November 2015. Interest on this note was paid for the first 6 months, then the accrued interest was added to the principal and a new note was entered into on November 18, 2015, for a period of one year. This note along with the balance in the note referenced in (i) was converted to 3,006 shares of Series A General Common Shares that were Treasury Shares owned by the Company on December 31, 2015. (i) Unsecured advances from related party Goldenhawk. This note was converted to Series A General Common Shares that were Treasury Shares owned by the Company (see (h)) on December 31, 2015. Interest expense on the long-term debt – related parties for the years ended December 31, 2015 and 2014 was $466 and $1,236, respectively. |
Note Payable - Bank
Note Payable - Bank | 12 Months Ended |
Dec. 31, 2015 | |
Note Payable - Bank [Abstract] | |
NOTE PAYABLE - BANK | NOTE 6: NOTE PAYABLE - BANK The Company’s former subsidiary, SA Concepts, had a note payable with a bank that was due November 2014 at 5.5% interest per annum. The note was transferred to the Company upon the sale of SA Concepts. The note was secured by the property of the Company. This note was extended to February 2016 and was paid off in October 2015. The balance of this note at December 31, 2014 was $250. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt/ Long-Term Debt - Related Parties [Abstract] | |
LONG-TERM DEBT | NOTE 7: LONG-TERM DEBT The following is a summary of long-term debt as of December 31, 2015 and 2014: 2015 2014 Note payable – Celtic Bank (a) $ 175 $ 198 Note payable – B&B Merritt (b) 3,000 3,000 Total 3,175 3,198 Less: current portion (3,175 ) (3,027 ) Long-term debt $ - $ 171 (a) Fifteen year note payable dated July 11, 2007 in the original principal amount of $1,250 with a bank guaranteed by the U.S. Small Business Administration with Pioneer, prior to the acquisition of Pioneer by the Company. Note accrued interest at the Prime Rate plus 2% (Prime rate 3.25% plus 2% for both December 31, 2015 and 2014). This note contained guarantees and first and second perfected security interests in personal property. The note was fully paid in January 2016. (b) Note payable bearing interest at the rate of 10% per annum, unsecured, with quarterly interest payments commencing in January 2015, with the note maturing in October 2016. Upon maturity or anytime prior, so long as the Company has not exercised its right to prepay this note, the lender can exercise its option to convert this note to equity in the Company, with 30 day advance written notice, and acquire up to 3,000 unrestricted Class A Common Shares of the Company at $1.00 per share. The principal amount along with any accrued interest thereon, if converted to equity shall be deemed fully paid. As of December 31, 2015, no conversions of this debt have occurred. There was no bifurcation of the conversion option as the conversion is deemed to be conventional in nature. Interest expense on the long-term debt for the years ended December 31, 2015 and 2014 were $310 and $11, respectively. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity (Deficit) [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 8: STOCKHOLDERS’ EQUITY (DEFICIT) On November 28, 2011, the Company was formed with three series’ of common stock authorizing a total of 50,000 shares as follows: Series A General Common Shares – 38,000 authorized shares Series B Common Shares – 10,000 authorized shares Series C Common Shares – 2, 000 authorized shares On April 29, 2013, the Certificate of Incorporation was amended to increase the authorized shares to 58,000 shares, designating a Series D Common Shares with an authorized limit of 8,000 shares. On November 1, 2014, the Certificate of Incorporation was amended a second time to increase the authorized shares to 61,000 shares, increasing the Series C Common Shares authorized from 2,000 shares to 5,000 shares. Series A General Common Shares (“Series A Stock”) and Treasury Stock The Series A Stock was incorporated with 38,000 shares authorized with a par value of $0.01. Each share of Series A Stock represents the right to one (1) vote on all issues presented to shareholders for a vote. Series A shareholders will not have any cumulative voting rights. Holders of Series A Stock shall be entitled to receive a dividend, if, when and as authorized and declared by the Board of Directors, out of assets of the Company legally available therefore. Upon the voluntary or involuntary dissolution, liquidation or winding up on the affairs of the Company, after the payment in full of its debts and other liabilities, the remaining Company assets are to be distributed pro rata among the holders of the common stock. All 38,000 shares of authorized Series A Stock were issued to the founders of the Company at par ($380) for services rendered to the Company in the start-up phase. As of December 31, 2015 and 2014, the 38,000 shares are issued, and there were 34,458 and 24,600 shares outstanding at December 31, 2015 and 2014, respectively. The 3,542 and 13,400 share difference between issued shares and outstanding shares represent treasury stock. At various times in 2013 through 2014, the Company repurchased shares in various transactions, and re-issued some of these shares in other acquisitions of companies as well as for services rendered. The treasury stock is calculated at cost, and the value of the treasury stock at December 31, 2015 and 2014 are $928 and $3,514, respectively. Series B Common Shares (“Series B Stock”) The Series B Stock was incorporated with 10,000 shares authorized with a par value of $0.01. Every fifty (50) shares of Series B Stock represent the right to one (1) vote on all issues presented to shareholders for a vote. Series B shareholders will not have any cumulative voting rights. Holders of Series B Stock shall be entitled to receive a dividend, if, when and as authorized and declared by the Board of Directors, out of assets of the Company legally available therefore. Upon the voluntary or involuntary dissolution, liquidation or winding up on the affairs of the Company, after the payment in full of its debts and other liabilities, the remaining Company assets are to be distributed pro rata among the holders of the common stock. The Company issued 8,862 shares of Series B Stock in 2012 for $8,342. Of this amount the Company had a subscription receivable in the amount of $885 that was received in 2013. Additionally, in 2013, the Company issued 1,000 shares of Series B Stock for services valued at $800. As of December 31, 2015 and 2014, the Company has 9,862 shares issued and outstanding. Series C Common Shares (“Series C Stock”) The Series C Stock was incorporated with 2,000 shares authorized with a par value of $0.01. On November 1, 2014, the Certificate of Incorporation was amended a second time to increase the authorized shares of the Series C Stock from 2,000 shares to 5,000 shares. The Series C stockholders will have no voting rights. Holders of Series C Stock shall be entitled to receive a dividend, if, when and as authorized and declared by the Board of Directors, out of assets of the Company legally available therefore. Upon the voluntary or involuntary dissolution, liquidation or winding up on the affairs of the Company, after the payment in full of its debts and other liabilities, the remaining Company assets are to be distributed pro rata among the holders of the common stock. In 2013, the Company issued 2,000 shares of Series C Stock for services rendered valued at $2,500; in 2014, the Company issued 1,350 shares of Series C Stock for services rendered valued at $1,688; and in 2015, the Company issued 125 shares of Series C Stock for services rendered valued at $175. As of December 31, 2015 and 2014, the Company has 3,475 and 3,350 shares issued and outstanding. Series D Common Shares (“Series D Stock”) On April 29, 2013, the Certificate of Incorporation was amended to designate a new class of shares, Series D Stock with authorized shares of 8,000 shares. The Series D Stock has a par value of $0.01. Every fifty (50) shares of Series D Stock represent the right to one (1) vote on all issues presented to shareholders for a vote. Series B shareholders will not have any cumulative voting rights. Holders of Series D Stock shall be entitled to receive a dividend, if, when and as authorized and declared by the Board of Directors, out of assets of the Company legally available therefore. Upon the voluntary or involuntary dissolution, liquidation or winding up on the affairs of the Company, after the payment in full of its debts and other liabilities, the remaining Company assets are to be distributed pro rata among the holders of the common stock. The Company issued 1,779 shares of Series D Stock in 2013 for $1,876. Additionally, in 2014, the Company issued 4,667 shares for $5,373 of which $31 is reflected was a subscription receivable and was collected in February 2015, and an additional 1,000 shares of Series D Stock for services valued at $1,250. No Series D Stock was issued in 2015. As of December 31, 2015 and 2014, the Company has 7,446 shares issued and outstanding. Series C Stock Options (“Series C Stock Options”) On February 16, 2013, the Board of Directors approved the EcoArk Inc. 2013 Stock Option Plan (the “Plan”).The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company’s business. The Plan is expected to contribute to the attainment of these objectives by offering employees, directors and consultants the opportunity to acquire stock ownership interests in the Company, and other rights with respect to stock of the Company, and to thereby provide them with incentives to put forth maximum efforts for the success of the Company. Awards under the Plan may only be granted in the form of nonstatutory stock options (“ Options” The maximum number of shares to be issued under the Plan is 5,000. In May 2014, the Company granted 693 thousand Series C Stock Options to various employees and consultants of the Company. The Series C Stock Options have a term of 10 years, and the Series C Stock Options vest over a three-year period as follows: 25% immediately; 25% on the first anniversary date; 25% on the second anniversary date; and 25% on the third anniversary date. During 2015 the Company issued 625 thousand additional Series C Stock Options. Management valued the Series C Stock Options utilizing the Black-Scholes Method, with the following criteria: stock price - $1.25; exercise price - $1.25; expected term – 10 years; discount rate – 0.25%; and volatility – 100%. The Company records stock based compensation in accordance with ASC 718, and has recorded stock based compensation of $366 and $192 for the years ended December 31, 2015 and 2014, respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions [Abstract] | |
ACQUISITIONS | NOTE 9: ACQUISITIONS SA Concepts On June 11, 2013, the Company, entered into a Stock Purchase Agreement (the “SPA”) with Sustainable Aerodynamic (“SA”) Concepts pursuant to which the Company issued from its shares held in Class A Stock 1,500 shares to three individuals valued at $426 to acquire 100% of SA Concepts. The Company sold this entity in November 2014. The acquisition was accounted for as a purchase of a business under ASC 805. Intelleflex Corporation On September 19, 2013, the Company acquired Intelleflex Corporation. The acquisition was accounted for as a purchase of a business under ASC 805. The allocation of the purchase price was as follows Cash $ 782 Inventory 988 Prepaid expenses and other assets 210 Fixed assets 510 Intangible assets 1,013 Accounts payable and other liabilities (1,010 ) Total $ 2,492 Cash $ 1,300 Retirement of debt 1,192 Total consideration $ 2,492 The intangible assets represent acquired patents that were independently valued. The remaining useful life of these patents was 13.5 years as of the date purchased. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10: COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases many of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. These leases expire at various dates through 2018. Rent expense was approximately $412 and $415 for the years ended December 31, 2015 and 2014. Future minimum lease payments required under the operating leases are as follows: 2016 - $284, 2017 - $96, and 2018 - $68. In March 2016 the Company agreed to lease additional space adjoining its office in Phoenix, Arizona. This will increase the future minimum payments and extend them through 2019. Settlement In March 2016 the Company agreed to settle a dispute regarding a contract. The agreement requires the Company to pay $100 to certain parties within 30 days of the agreement. The amount was recorded as an operating expense and included in accrued expenses as of December 31, 2015. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 11: DISCONTINUED OPERATIONS SA Concepts In November 2014, the Company sold its subsidiary, SA Concepts. In the sale, the Company sold the net assets back to an original shareholder of SA Concepts for his return of 2,000 Class A shares of stock. The value of the treasury stock in this transaction of $616 was equal to the value of the net assets of SA Concepts sold. Therefore, there was no gain or loss attributable to the disposal of this subsidiary. The operations of SA Concepts for the year ended December 31, 2014 are reflected as loss from discontinued operations in the consolidated statements of operations in accordance with ASC 205-50. The following table sets forth for the year ended December 31, 2014 selected financial data of the Company’s discontinued operations of its SA Concepts subsidiary. Revenues $ 379 Cost of sales 818 Gross (loss) (439 ) Operating and other non-operating expenses 1,010 Loss from discontinued operations (1,449 ) Gain from sale of SA Concepts - Loss from discontinued operations $ (1,449 ) |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Provision for Income Taxes [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 12: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2015 and 2014 differs from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of As of Deferred tax assets: Net operating loss before non-deductible items $ (36,028 ) $ (25,892 ) Tax rate 34 % 34 % Total deferred tax assets 12,250 8,803 Less: Valuation allowance (12,250 ) (8,803 ) Net deferred tax assets $ - $ - As of December 31, 2015, the Company has a net operating loss carry forward of $36,028 expiring through 2035. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. Furthermore, the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code. The valuation allowance was increased by $3,447 in 2015. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 13: CONCENTRATIONS During the years ended December 31, 2015 and 2014, the Company had one major customer comprising 63% and 72% of sales. A major customer is defined as a customer that represents 10% or greater of total sales. Additionally, the Company had two customers as of December 31, 2015 and 2014 with accounts receivable balances of 32% and 54% of the total accounts receivable. The Company does not believe that the risk associated with these customers will have an adverse effect on the business. The Company maintained cash balances in excess of the FDIC insured limit in both years. The Company does not consider this risk to be material. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14: SUBSEQUENT EVENTS During January 2016 the Company re-issued 100 Class A Treasury Shares. The Company re-issued those shares as it raised an additional $200. On January 29, 2016, the Company entered into a Merger Agreement with Magnolia Solar Corporation (“MSC”) providing, among other things, for the acquisition of the Company by MSC in a share for share exchange pursuant to which it was contemplated that at the closing the Company shareholders would own approximately 95% of the outstanding shares of MSC. On March 18, 2016, in a special meeting called by MSC, the shareholders of MSC approved proposals necessary to complete the merger. Following the shareholder meeting, the name of MSC was changed to Ecoark Holdings, Inc. (EHI). Further, the Articles of Incorporation were amended to increase the authorized shares of common stock to 100,000 shares, to effect the creation of 5,000 shares of "blank check" preferred stock, and to approve a reverse stock split of the MSC common stock of 1 for 250. On March 24, 2016, FINRA corporate action announced the reverse split and the name change which became effective in the market on March 28, 2016. Following that, EHI stock will trade under the symbol “EARK.” All actions to close the merger were completed in March 2016. In conjunction with the merger, MSC offered up to 5,000 thousand units at a price of $4.00 per unit or a maximum of $20,000 in a private placement offering. Each unit consists of one share of MSC (now EHI) common stock (par value $0.001 per share) and a warrant to purchase one share of MSC (now EHI) common stock exercisable on or before December 31, 2018 at a price of $5.00 per share. The units are being offered to an unlimited number of Accredited Investors until the earlier of the date upon which subscriptions for the maximum offering have been received and accepted; March 31, 2016, subject to a 60-day extension at the option of EHI; or the date upon which the offering is terminated by EHI. On March 24, 2016 the Company received proceeds of $6,725 from EHI as a result of subscriptions to the offering. |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Nature of Business and Organization | Nature of Business and Organization EcoArk Inc. and Subsidiaries is an innovative and growth-oriented company founded in 2011 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. EcoArk Inc. is a holding company that integrates the business of its subsidiaries (see detail below). Eco3D, LLC Eco360, LLC SA Concepts, Inc Pioneer Products, LLC Intelleflex Corporation |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of EcoArk, Inc. and its subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company is a holding company and holds one hundred percent of Eco360, Pioneer and Intelleflex. EcoArk owns 65% of Eco3D and the remaining 35% interest is owned by executives of Eco3D. The Company applies the guidance of Topic 810 “Consolidation” of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except when control does not rest with the parent. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. |
Noncontrolling Interests | Noncontrolling Interests In accordance with ASC 810-10-45, Noncontrolling Interests in Consolidated Financial Statements, |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). It is Management's opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. |
Reclassification | Reclassification The Company has reclassified certain amounts in the 2014 consolidated financial statements to comply with the 2015 presentation. These changes had no effect on the net loss for 2014. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, obsolete or slow-moving inventory, and determination of the fair value of stock awards issued. Actual results could differ from those estimates. |
Cash | Cash Cash consists of cash, demand deposits and money market funds. |
Inventory | Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined by specific identification on a first in first out basis, and provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from five to ten years. FASB Codification Topic 360 “Property, Plant and Equipment” (ASC 360), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. Intangible assets with definite useful lives are stated at cost less accumulated amortization. Intangible assets capitalized as of December 31, 2015 and 2014 represent the valuation of the Company-owned patents and customer lists. These intangible assets are being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents and three years for the customer lists. Expenditures on intangible assets through the Company’s filing of patent and trademark protection for Company-owned inventions are expensed as incurred. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the years ended December 31, 2015 and 2014. |
Advertising Expense | Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the years ended December 31, 2015 and 2014 are included in other general and administrative costs. |
Software Costs | Software Costs The Company accounts for software development costs in accordance with ASC 985.730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were issued . |
Shipping and Handling Costs | Shipping and Handling Costs The Company reports shipping and handling revenues and their associated costs in revenue and cost of revenue, respectively. Shipping revenues and costs for the years ended December 31, 2015 and 2014 were nominal and included in cost of product sales. |
Revenue Recognition | Revenue Recognition In regards to product revenue, product revenue primarily consists of the sale of electronic hardware, recycled plastics products, and recycled furniture. These subsidiaries recognize revenue when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured The Company for its software revenue will recognize revenues in accordance with ASC 985-605, Software Revenue Recognition. Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in future periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have not been established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to training and other service elements is recognized as the services are performed. If evidence of fair value does not exist for all elements of a license agreement and post customer support (PCS) is the only undelivered element, then all revenue for the license arrangement is recognized ratably over the term of the agreement as license revenue. If evidence of fair value of all undelivered PCS elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. Cost of license revenue primarily includes product, delivery, and royalty costs. Cost of maintenance and service revenue consists primarily of labor costs for engineers performing implementation services, technical support, and training personnel as well as facilities and equipment costs. The Company enters into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. The Company uses a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, the Company follows the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Generally, VSOE is the price charged when the deliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis. The process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35, Construction-Type and Production-Type Contracts. We use the percentage of completion method provided all of the following conditions exist: ● the contract includes provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged and the manner and terms of settlement; ● the customer can be expected to satisfy its obligations under the contract; ● the Company can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Management has determined that the allowance for doubtful accounts at December 31, 2015 and 2014 was $2 and $0, respectively. |
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. |
Stock-Based Compensation | Stock-Based Compensation The Company follows ASC 718-10 “Share Based Payments” The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “ Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, " Financial Instruments |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. |
Fair Value Measurements | Fair Value Measurements ASC 820, “ Fair Value Measurements” Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. |
Segment Information | Segment Information The Company follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. |
Related Party Transactions | Related Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. A related party receivable of $100 outstanding at December 31, 2014 was collected in August 2015. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, “ Leases (Topic 842)”. In February 2015, the FASB issued ASU No. 2015-02, " Consolidation (Topic 810): Amendments to the Consolidation Analysis In November 2014, the FASB issued ASU No. 2014-17, “ Business Combinations – Pushdown Accounting During August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements—Going Concern In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern | Going Concern The Company commenced operations in 2011, and has experienced typical start-up costs and losses from operations resulting in an accumulated deficit of $36,587 since inception. The accumulated deficit as well as recurring losses of $10,502 and $14,135 for the years ended December 31, 2015 and 2014, and the working capital deficit of $2,153 as of December 31, 2015, have resulted in the uncertainty of the Company to continue as a going concern. These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan and following a reverse merger transaction in March 2016, the Company received $6,725 (see Note 14). The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory [Abstract] | |
Schedule of inventory | 2015 2014 Inventory $ 1,363 $ 1,495 Inventory Reserves (620 ) (592 ) Total $ 743 $ 903 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | 2015 2014 Furniture and fixtures $ 110 $ 110 Computers and software costs 382 359 Machinery and equipment 476 443 Leasehold improvements 4 5 Total property and equipment 972 917 Accumulated depreciation (609 ) (455 ) Property and equipment, net $ 363 $ 462 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets [Abstract] | |
Summary of intangible assets | 2015 2014 Customer lists $ 3,980 $ 3,965 Patents 1,013 1,013 Total intangible assets 4,993 4,978 Accumulated amortization (4,141 ) (3,074 ) Intangible assets, net $ 852 $ 1,904 |
Long-Term Debt - Related Part25
Long-Term Debt - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt/ Long-Term Debt - Related Parties [Abstract] | |
Summary of long-term debt-related parties | 2015 2014 Promissory notes – shareholders (a) $ - $ - Promissory note – related party (b) 50 412 Promissory note #1 – CEO (c) 62 227 Promissory note #2 – CEO (d) - 2,500 Promissory note #3 – CEO (e) 1,217 - Note payable – various (f) - 800 Note payable –SA Concepts (g) - 74 Note payable – Goldenhawk (h) - 3,674 Note payable - other (i) - 1,600 Total 1,329 9,287 Less: current portion (1,329 ) (6,176 ) Long-term debt – related parties $ - $ 3,111 (a) Note payable to shareholders commencing July 22, 2013 issued at an interest rate of 10% maturing September 22, 2013, secured by the fixed and intangible assets of Intelleflex. The principal balance of $1,100 remained outstanding accruing interest at the rate of 10% through November 16, 2014. On November 16, 2014 these notes along with accrued interest in the amount of $908, as well as principal of $1,174 and accrued interest of $493 (see note (c)) were grouped into new debt with a related company “Goldenhawk” referred to in (h). (b) Unsecured note payable to former shareholder bearing interest at 5% per annum, with monthly principal and interest payments beginning in November 2014, maturing in November 2016. (c) Note payable to the Company’s Chief Executive Officer (CEO), Randy May. In 2013 and 2014 the note was accruing interest at the rate of 10% through November 16, 2014. On November 16, 2014, the then outstanding principal of $1,174 and the accrued interest of $493 were combined with the outstanding balances of other shareholder notes in the principal amount of $1,100 and accrued interest of $908 (see note (a)) to create a new note with a related company “Goldenhawk” referred to in (h). The new note payable from November 17, 2014 through December 31, 2014 was an unsecured note bearing interest at a rate of 6% per annum, maturing in November 2015. On November 30, 2015, after monthly payments were being made, and additional amounts funded in March 2015 and May 2015 totaling $600, the Company along with the $2,500 (d below), combined these amounts into a new one year promissory note in the amount of $3,197 due November 30, 2016. Payments of $30 were made on this note in the first quarter of 2016. (d) Unsecured note payable with the Company’s CEO, bearing interest at 6% per annum. Quarterly interest payments were due commencing February 2015, with the note maturing in November 2015. Note was the result of the value of the 10,000 Class A Common Shares re-acquired on November 16, 2014 from the CEO in an effort to raise capital without further dilution to the current shareholders. See (c) above for details on the extension of this note. (e) Note payable with the Company’s CEO commencing November 30, 2015 at an interest rate of 6% per annum (see note c). The beginning principal balance of $3,197 was reduced by $1,980 on December 31, 2015 in exchange for 1,100 shares of Series A General Common Shares that were Treasury Shares owned by the Company. The remaining principal balance matures in November 2016. (f) Various related party unsecured notes bearing interest at 10% per annum. Notes were to mature in January 2015, however were extended through August 2015 and fully paid off by August 2015. (g) Note payable to SA Concepts upon sale of that Company on November 16, 2014. Original principal amount of $100. Note matured in March 2015 at which time it was paid off and there was no interest charged on this note. (h) As noted in (a) and (c) above, this note commenced on November 16, 2014 as the result of the combination of two separate notes and accrued interest on those respective notes. Commencing November 16, 2014, this new note bears interest at the rate of 6% per annum, unsecured, with quarterly interest payments due commencing February 2015 and the note maturing in November 2015. Interest on this note was paid for the first 6 months, then the accrued interest was added to the principal and a new note was entered into on November 18, 2015, for a period of one year. This note along with the balance in the note referenced in (i) was converted to 3,006 shares of Series A General Common Shares that were Treasury Shares owned by the Company on December 31, 2015. (i) Unsecured advances from related party Goldenhawk. This note was converted to Series A General Common Shares that were Treasury Shares owned by the Company (see (h)) on December 31, 2015. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt/ Long-Term Debt - Related Parties [Abstract] | |
Schedule of Long-term Debt | 2015 2014 Note payable – Celtic Bank (a) $ 175 $ 198 Note payable – B&B Merritt (b) 3,000 3,000 Total 3,175 3,198 Less: current portion (3,175 ) (3,027 ) Long-term debt $ - $ 171 (a) Fifteen year note payable dated July 11, 2007 in the original principal amount of $1,250 with a bank guaranteed by the U.S. Small Business Administration with Pioneer, prior to the acquisition of Pioneer by the Company. Note accrued interest at the Prime Rate plus 2% (Prime rate 3.25% plus 2% for both December 31, 2015 and 2014). This note contained guarantees and first and second perfected security interests in personal property. The note was fully paid in January 2016. (b) Note payable bearing interest at the rate of 10% per annum, unsecured, with quarterly interest payments commencing in January 2015, with the note maturing in October 2016. Upon maturity or anytime prior, so long as the Company has not exercised its right to prepay this note, the lender can exercise its option to convert this note to equity in the Company, with 30 day advance written notice, and acquire up to 3,000 unrestricted Class A Common Shares of the Company at $1.00 per share. The principal amount along with any accrued interest thereon, if converted to equity shall be deemed fully paid. As of December 31, 2015, no conversions of this debt have occurred. There was no bifurcation of the conversion option as the conversion is deemed to be conventional in nature. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions [Abstract] | |
Schedule of allocation of purchase price | Cash $ 782 Inventory 988 Prepaid expenses and other assets 210 Fixed assets 510 Intangible assets 1,013 Accounts payable and other liabilities (1,010 ) Total $ 2,492 Cash $ 1,300 Retirement of debt 1,192 Total consideration $ 2,492 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations [Abstract] | |
Schedule on discontinued operation | Revenues $ 379 Cost of sales 818 Gross (loss) (439 ) Operating and other non-operating expenses 1,010 Loss from discontinued operations (1,449 ) Gain from sale of SA Concepts - Loss from discontinued operations (1,449 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Provision for Income Taxes [Abstract] | |
Schedule of deferred tax assets | As of As of Deferred tax assets: Net operating loss before non-deductible items $ (36,028 ) $ (25,892 ) Tax rate 34 % 34 % Total deferred tax assets 12,250 8,803 Less: Valuation allowance (12,250 ) (8,803 ) Net deferred tax assets $ - $ - |
Organization and Summary of S30
Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 24, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization and Summary of Significant Accounting Policies [Textual] | |||
Ownership percentage of the company | 65.00% | ||
Percentage of non controlling interest | 35.00% | ||
Net income (loss) attributable to noncontrolling interests | $ 29 | $ (129) | |
Percentage of voting shares outstanding | 50.00% | ||
Allowance for doubtful accounts | $ 2 | 0 | |
Related party receivable | 100 | ||
Accumulated deficit | $ (36,587) | (26,085) | |
Recurring losses | (10,502) | $ (14,135) | |
Working capital | $ 2,153 | ||
Subsequent Event [Member] | |||
Organization and Summary of Significant Accounting Policies [Textual] | |||
Reverse merger value | $ 6,725 | ||
Pioneer [Member] | |||
Organization and Summary of Significant Accounting Policies [Textual] | |||
Holding interest rate of the company | 100.00% | ||
Intelleflex [Member] | |||
Organization and Summary of Significant Accounting Policies [Textual] | |||
Holding interest rate of the company | 100.00% | ||
EcoArk [Member] | |||
Organization and Summary of Significant Accounting Policies [Textual] | |||
Holding interest rate of the company | 65.00% | ||
Executive of Eco3D [Member] | |||
Organization and Summary of Significant Accounting Policies [Textual] | |||
Holding interest rate of the company | 35.00% |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Abstract] | ||
Inventory | $ 1,363 | $ 1,495 |
Inventory Reserves | (620) | (592) |
Total | $ 743 | $ 903 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 972 | $ 917 |
Accumulated depreciation | (609) | (455) |
Property and equipment, net | 363 | 462 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 110 | 110 |
Computers and software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 382 | 359 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 476 | 443 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4 | $ 5 |
Property and Equipment (Detai33
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 159 | $ 312 |
Impairment charges of asset | ||
Property and equipment retired | $ 5 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of intangible assets | ||
Total intangible assets | $ 4,993 | $ 4,978 |
Accumulated amortization | (4,141) | (3,074) |
Intangible assets, net | 852 | 1,904 |
Customer lists [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 3,980 | 3,965 |
Patents [Member] | ||
Summary of intangible assets | ||
Total intangible assets | $ 1,013 | $ 1,013 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 1,067 | $ 1,396 |
Long-Term Debt - Related Part36
Long-Term Debt - Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Total | $ 1,329 | $ 9,287 | |
Less: current portion | $ (1,329) | (6,176) | |
Long-term debt - related parties | $ 3,111 | ||
Promissory notes - shareholders [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [1] | ||
Promissory note - related party [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | $ 50 | $ 412 |
Promissory note #1- CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [3] | $ 62 | 227 |
Promissory note #2 - CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [4] | $ 2,500 | |
Promissory note #3 - CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [5] | $ 1,217 | |
Note payable [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [6] | $ 800 | |
Note payable - SA Concepts [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [7] | 74 | |
Note payable - Goldenhawk [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [8] | 3,674 | |
Note payable - other [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [9] | $ 1,600 | |
[1] | Note payable to shareholders commencing July 22, 2013 issued at an interest rate of 10% maturing September 22, 2013, secured by the fixed and intangible assets of Intelleflex. The principal balance of $1,100 remained outstanding accruing interest at the rate of 10% through November 16, 2014. On November 16, 2014 these notes along with accrued interest in the amount of $908, as well as principal of $1,174 and accrued interest of $493 (see note (c)) were grouped into new debt with a related company "Goldenhawk" referred to in (h). | ||
[2] | Unsecured note payable to former shareholder bearing interest at 5% per annum, with monthly principal and interest payments beginning in November 2014, maturing in November 2016. | ||
[3] | Note payable to the Company's Chief Executive Officer (CEO), Randy May. In 2013 and 2014 the note was accruing interest at the rate of 10% through November 16, 2014. On November 16, 2014, the then outstanding principal of $1,174 and the accrued interest of $493 were combined with the outstanding balances of other shareholder notes in the principal amount of $1,100 and accrued interest of $908 (see note (a)) to create a new note with a related company "Goldenhawk" referred to in (h). The new note payable from November 17, 2014 through December 31, 2014 was an unsecured note bearing interest at a rate of 6% per annum, maturing in November 2015. On November 30, 2015, after monthly payments were being made, and additional amounts funded in March 2015 and May 2015 totaling $600, the Company along with the $2,500 (d below), combined these amounts into a new one year promissory note in the amount of $3,197 due November 30, 2016. Payments of $30 were made on this note in the first quarter of 2016. | ||
[4] | Unsecured note payable with the Company's CEO, bearing interest at 6% per annum. Quarterly interest payments were due commencing February 2015, with the note maturing in November 2015. Note was the result of the value of the 10,000 Class A Common Shares re-acquired on November 16, 2014 from the CEO in an effort to raise capital without further dilution to the current shareholders. See (c) above for details on the extension of this note. | ||
[5] | Note payable with the Company's CEO commencing November 30, 2015 at an interest rate of 6% per annum (see note c). The beginning principal balance of $3,197 was reduced by $1,980 on December 31, 2015 in exchange for 1,100 shares of Series A General Common Shares that were Treasury Shares owned by the Company. The remaining principal balance matures in November 2016. | ||
[6] | Various related party unsecured notes bearing interest at 10% per annum. Notes were to mature in January 2015, however were extended through August 2015 and fully paid off by August 2015. | ||
[7] | Note payable to SA Concepts upon sale of that Company on November 16, 2014. Original principal amount of $100. Note matured in March 2015 at which time it was paid off and there was no interest charged on this note. | ||
[8] | As noted in (a) and (c) above, this note commenced on November 16, 2014 as the result of the combination of two separate notes and accrued interest on those respective notes. Commencing November 16, 2014, this new note bears interest at the rate of 6% per annum, unsecured, with quarterly interest payments due commencing February 2015 and the note maturing in November 2015. Interest on this note was paid for the first 6 months, then the accrued interest was added to the principal and a new note was entered into on November 18, 2015, for a period of one year. This note along with the balance in the note referenced in (i) was converted to 3,006 shares of Series A General Common Shares that were Treasury Shares owned by the Company on December 31, 2015. | ||
[9] | Unsecured advances from related party Goldenhawk. This note was converted to Series A General Common Shares that were Treasury Shares owned by the Company (see (h)) on December 31, 2015. |
Long-Term Debt - Related Part37
Long-Term Debt - Related Parties (Details Textual) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 16, 2014 | Jul. 22, 2013 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Long-term debt - related parties (Textual) | ||||||
Amount of accrued interest | $ 908 | |||||
Principal balance of notes payable | 1,174 | |||||
Amount of accrued interest related to new notes payable | $ 493 | |||||
Interest expense on the long-term debt - related parties | $ 466 | $ 1,236 | ||||
Promissory notes - shareholders [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Interest rate | 10.00% | |||||
Note payable date of commencement | Jul. 22, 2013 | |||||
Debt instrument maturity date | Sep. 22, 2013 | |||||
Accruing interest rate and terms, Description | Accruing interest at the rate of 10% through November 16, 2014. | |||||
Principal balance remained outstanding | $ 1,100 | |||||
Promissory note #1- CEO [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Debt instrument maturity date | Nov. 30, 2015 | |||||
Accruing interest rate and terms, Description | In 2013 and 2014 the note was accruing interest at the rate of 10% through November 16, 2014. | |||||
Amount of accrued interest | $ 908 | |||||
Principal balance of notes payable | 1,174 | |||||
Amount of accrued interest related to new notes payable | $ 493 | |||||
Notes payable bearing interest rate | 6.00% | |||||
Principal balance remained outstanding | $ 1,100 | $ 1,100 | ||||
Promissory note #2 - CEO [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Debt instrument maturity date | Nov. 30, 2015 | |||||
Class A Common Shares re-acquired | 10,000 | |||||
Promissory note #3 - CEO [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Note payable date of commencement | Nov. 30, 2015 | |||||
Debt instrument maturity date | Nov. 30, 2016 | |||||
Notes payable bearing interest rate | 6.00% | |||||
Amount of new promissory note | $ 1,980 | |||||
Exchange of Series A General Common Shares | 1,100 | |||||
Note payable - SA Concepts [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Debt instrument maturity date | Mar. 31, 2015 | |||||
Principal balance of notes payable | $ 100 | |||||
Note payable - Goldenhawk [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Note payable date of commencement | Nov. 16, 2014 | |||||
Debt instrument maturity date | Feb. 28, 2015 | |||||
Accruing interest rate and terms, Description | Interest on this note was paid for the first 6 months, then the accrued interest was added to the principal and a new note was entered into on November 18, 2015, for a period of one year. | |||||
Notes payable bearing interest rate | 6.00% | |||||
Conversion of shares to Series A General Common Shares | 3,006 | |||||
Subsequent Event [Member] | Promissory note #1- CEO [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Payments made on notes | $ 30 | |||||
Unsecured note payable [Member] | Promissory note - related party [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Debt instrument maturity date | Nov. 30, 2016 | |||||
Notes payable bearing interest rate | 5.00% | |||||
Unsecured note payable [Member] | Promissory note #1- CEO [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Debt instrument maturity date | Nov. 30, 2016 | |||||
Notes payable bearing interest rate | 6.00% | |||||
Total amount of monthly payments | $ 600 | |||||
Unsecured note payable | 2,500 | |||||
Amount of new promissory note | $ 3,197 | |||||
Unsecured note payable [Member] | Promissory note #2 - CEO [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Note payable date of commencement | Feb. 28, 2015 | |||||
Notes payable bearing interest rate | 6.00% | |||||
Unsecured note payable [Member] | Note payable [Member] | ||||||
Long-term debt - related parties (Textual) | ||||||
Debt instrument maturity date | Jan. 31, 2015 | |||||
Notes payable bearing interest rate | 10.00% |
Note Payable - Bank (Details)
Note Payable - Bank (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 |
Note Payable - Bank (Textual) | |||
Note payable to bank,Interest rate | 5.50% | ||
Note Payable to Bank | $ 250 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Total | $ 3,175 | $ 3,198 | |
Less: current portion | $ (3,175) | (3,027) | |
Long-term debt | 171 | ||
Note payable - Celtic Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total | [1] | $ 175 | 198 |
Note payable - B&B Merritt [Member] | |||
Debt Instrument [Line Items] | |||
Total | [2] | $ 3,000 | $ 3,000 |
[1] | Fifteen year note payable dated July 11, 2007 in the original principal amount of $1,250 with a bank guaranteed by the U.S. Small Business Administration with Pioneer, prior to the acquisition of Pioneer by the Company. Note accrued interest at the Prime Rate plus 2% (Prime rate 3.25% plus 2% for both December 31, 2015 and 2014). This note contained guarantees and first and second perfected security interests in personal property. The note was fully paid in January 2016. | ||
[2] | Note payable bearing interest at the rate of 10% per annum, unsecured, with quarterly interest payments commencing in January 2015, with the note maturing in October 2016. Upon maturity or anytime prior, so long as the Company has not exercised its right to prepay this note, the lender can exercise its option to convert this note to equity in the Company, with 30 day advance written notice, and acquire up to 3,000 unrestricted Class A Common Shares of the Company at $1.00 per share. The principal amount along with any accrued interest thereon, if converted to equity shall be deemed fully paid. As of December 31, 2015, no conversions of this debt have occurred. There was no bifurcation of the conversion option as the conversion is deemed to be conventional in nature. |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Nov. 16, 2014 | |
Long Term Debt Textual [Abstract] | ||||
Original principal amount | $ 1,174 | |||
Note payable, interest rate | 5.50% | |||
Interest expense on long-term debt | $ 310 | $ 11 | ||
Note payable - Celtic Bank [Member] | ||||
Long Term Debt Textual [Abstract] | ||||
Note payable term | 15 years | |||
Note payable date of commencement | Jul. 11, 2007 | |||
Original principal amount | $ 1,250 | |||
Accrued interest rate on prime rate, description | Prime Rate plus 2% (Prime rate 3.25% plus 2%) | Prime Rate plus 2% (Prime rate 3.25% plus 2%) | ||
Note repayment date | January 2,016 | |||
Note payable - B&B Merritt [Member] | ||||
Long Term Debt Textual [Abstract] | ||||
Note payable date of commencement | Jan. 1, 2015 | |||
Note payable, interest rate | 10.00% | |||
Debt instrument maturity date | Oct. 31, 2016 | |||
Debt conversion, description | Upon maturity or anytime prior, so long as the Company has not exercised its right to prepay this note, the lender can exercise its option to convert this note to equity in the Company, with 30 day advance written notice, and acquire up to 3,000 unrestricted Class A Common Shares of the Company at $1.00 per share. The principal amount along with any accrued interest thereon, if converted to equity shall be deemed fully paid. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
May. 31, 2014 | Feb. 16, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2015 | Nov. 01, 2014 | Apr. 29, 2013 | Nov. 28, 2011 | |
Stockholders Equity Deficit (Textual) | ||||||||||
Treasury stock value | $ 928 | $ 3,514 | ||||||||
Subscription receivable | $ 55 | $ 31 | ||||||||
Inception [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock, shares authorized | 50,000 | |||||||||
Certificate of Incorporation Amended [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock shares authorized after amendment | 61,000 | 58,000 | ||||||||
Series A General Common Shares [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock, shares authorized | 38,000 | 38,000 | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||
Description of common stock voting rights | Each share of Series A Stock represents the right to one (1) vote on all issues presented to shareholders for a vote. | |||||||||
Common stock issued for services, value | $ 380 | |||||||||
Common stock issued for services, shares | 38,000 | |||||||||
Treasury stock, shares | 3,542 | 13,400 | ||||||||
Common stock, shares issued | 38,000 | 38,000 | ||||||||
Common stock, shares outstanding | 34,458 | 24,600 | ||||||||
Series A General Common Shares [Member] | Treasury Stock [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Treasury stock value | $ 928 | $ 3,514 | ||||||||
Series A General Common Shares [Member] | Inception [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock, shares authorized | 38,000 | |||||||||
Series B Common Shares [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock, shares authorized | 10,000 | 10,000 | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||
Description of common stock voting rights | Every fifty (50) shares of Series B Stock represent the right to one (1) vote on all issues presented to shareholders for a vote. | |||||||||
Common stock issued for services, value | $ 800 | |||||||||
Common stock issued for services, shares | 1,000 | |||||||||
Common stock issued, value | $ 8,342 | |||||||||
Common stock issued, shares | 8,862 | |||||||||
Subscription receivable | $ 885 | |||||||||
Common stock, shares issued | 9,862 | 9,862 | ||||||||
Common stock, shares outstanding | 9,862 | 9,862 | ||||||||
Series B Common Shares [Member] | Inception [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock, shares authorized | 10,000 | |||||||||
Series C Common Shares [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock, shares authorized | 5,000 | 5,000 | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||
Description of common stock voting rights | The Series C stockholders will have no voting rights. | |||||||||
Common stock issued for services, value | $ 175 | $ 1,688 | $ 2,500 | |||||||
Common stock issued for services, shares | 125 | 1,350 | 2,000 | |||||||
Common stock, shares issued | 3,475 | 3,350 | ||||||||
Common stock, shares outstanding | 3,475 | 3,350 | ||||||||
Series C Common Shares [Member] | Inception [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock, shares authorized | 2,000 | |||||||||
Series C Common Shares [Member] | Certificate of Incorporation Amended [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock shares authorized after amendment | 5,000 | |||||||||
Common stock shares authorized prior to amendment | 2,000 | |||||||||
Series D Common Shares [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock, shares authorized | 8,000 | 8,000 | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||
Description of common stock voting rights | Every fifty (50) shares of Series D Stock represent the right to one (1) vote on all issues presented to shareholders for a vote. | |||||||||
Common stock issued for services, value | $ 1,250 | |||||||||
Common stock issued for services, shares | 1,000 | |||||||||
Common stock issued, value | $ 5,373 | $ 1,876 | ||||||||
Common stock issued, shares | 4,667 | 1,779 | ||||||||
Subscription receivable | $ 31 | |||||||||
Common stock, shares issued | 7,446 | 7,446 | ||||||||
Common stock, shares outstanding | 7,446 | 7,446 | ||||||||
Series D Common Shares [Member] | Certificate of Incorporation Amended [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Common stock shares authorized after amendment | 8,000 | |||||||||
Series C Stock Options [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Maximum number of shares to be issued | 5,000 | |||||||||
Stock options granted | 693 | |||||||||
Term of options | 10 years | |||||||||
Vesting period | 3 years | |||||||||
Stock option vesting percentage | 25.00% | |||||||||
Additional stock options issued | 625 | |||||||||
Fair value assumptions, Method used | Black-Scholes Method | |||||||||
Stock price | $ 1.25 | |||||||||
Exercise price | $ 1.25 | |||||||||
Expected term | 10 years | |||||||||
Discount rate | 0.25% | |||||||||
Volatility | 100.00% | |||||||||
Stock based compensation | $ 366 | $ 192 | ||||||||
Series C Stock Options [Member] | First anniversary date [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Stock option vesting percentage | 25.00% | |||||||||
Series C Stock Options [Member] | Second anniversary date [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Stock option vesting percentage | 25.00% | |||||||||
Series C Stock Options [Member] | Third anniversary date [Member] | ||||||||||
Stockholders Equity Deficit (Textual) | ||||||||||
Stock option vesting percentage | 25.00% |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Sep. 19, 2013USD ($) |
Acquisitions [Abstract] | |
Cash | $ 782 |
Inventory | 988 |
Prepaid expenses and other assets | 210 |
Fixed assets | 510 |
Intangible assets | 1,013 |
Accounts payable and other liabilities | (1,010) |
Total | 2,492 |
Cash | 1,300 |
Retirement of debt | 1,192 |
Total consideration | $ 2,492 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) $ in Thousands | Jun. 11, 2013USD ($)Individualshares |
Acquisitions (Textual) | |
Shares held in Class A Stock, Share | shares | 1,500 |
Shares held in Class A Stock, Value | $ | $ 426 |
Number of individuals | Individual | 3 |
Remaining useful life of these patents | 13 years 6 months |
Business acquisition interest rate | 100.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments and Contingencies (Textual) | |||
Lease expiration period, Description | The Company leases many of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. These leases expire at various dates through 2018. | ||
Rent expense | $ 412 | $ 415 | |
Operating lease future minimum lease payments, 2016 | 284 | ||
Operating lease future minimum lease payments, 2017 | 96 | ||
Operating lease future minimum lease payments, 2018 | $ 68 | ||
Subsequent Event [Member] | |||
Commitments and Contingencies (Textual) | |||
Settlement aggreement term, Description | With in 30 days of the agreement. | ||
Aggreement settlement amount | $ 100 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations [Abstract] | ||
Revenues | $ 379 | |
Cost of sales | 818 | |
Gross (loss) | (439) | |
Operating and other non-operating expenses | 1,010 | |
Loss from discontinued operations | $ (1,449) | |
Gain from sale of SA Concepts | ||
Loss from discontinued operations | $ (1,449) |
Discontinued Operations (Deta46
Discontinued Operations (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations (Textuals) | |||
Re-purchased for sale of net assets - SA Concepts | $ 616 | ||
Class A Stock [Member] | |||
Discontinued Operations (Textuals) | |||
Re-purchased for sale of net assets - SA Concepts | $ 616 | ||
Re-purchased for sale of net assets - SA Concepts Shares | 2,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred tax assets: | ||
Net operating loss before non-deductible items | $ (36,028) | $ (25,892) |
Tax rate | 34.00% | 34.00% |
Total deferred tax assets | $ 12,250 | $ 8,803 |
Less: Valuation allowance | $ (12,250) | $ (8,803) |
Net deferred tax assets |
Provision for Income Taxes (D48
Provision for Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Provision for Income Taxes [Abstract] | ||
Net operating loss carry forward | $ 36,028 | $ 25,892 |
Expiration date | Dec. 31, 2035 | |
Increased in valuation allowance | $ 3,447 |
Concentrations (Details)
Concentrations (Details) - Customer | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Concentrations (Textual) | ||
Major customer definition as per company standards | A major customer is defined as a customer that represents 10% or greater of total sales. | |
Number of customers | 2 | |
One major customer [Member] | ||
Concentrations (Textual) | ||
Percentage of concentration risk | 63.00% | 72.00% |
Two customers [Member] | Accounts receivable [Member] | ||
Concentrations (Textual) | ||
Percentage of concentration risk | 32.00% | 54.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 24, 2016 | Mar. 18, 2016 | Jan. 29, 2016 | Dec. 31, 2014 | |
Subsequent Events (Textual) | ||||
Re-issuance of treasury shares value | $ 28 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Textual) | ||||
Re-issuance of treasury shares | 100 | |||
Re-issuance of treasury shares value | $ 200 | |||
Outstanding shares of MSC owned by shareholders | 95.00% | |||
Common stock, shares authorized | 100,000 | |||
Preferred stock, shares authorized | 5,000 | |||
Reverse stock split of the MSC common stock | 1 for 250 | |||
Units offered in private placement | 5,000 | |||
Units offered in private placement, price per share | $ 4 | |||
Units offered in private placement, value | $ 20,000 | |||
Private placement unit, description | Each unit consists of one share of MSC (now EHI) common stock (par value $0.001 per share) and a warrant to purchase one share of MSC (now EHI) common stock exercisable on or before December 31, 2018 at a price of $5.00 per share. | |||
Proceeds from units offered in private placement | $ 6,725 |