Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Aug. 16, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Ecoark Holdings, Inc. | ||
Entity Central Index Key | 0001437491 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 42,668,022 | ||
Entity Common Stock, Shares Outstanding | 62,348,301 | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 000-53361 | ||
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
CURRENT ASSETS | ||
Cash ($35 pledged as collateral for credit) | $ 244 | $ 3,730 |
Accounts receivable, net of allowance of $573 and $87 as of March 31, 2019 and March 31, 2018, respectively | 520 | 2,617 |
Prepaid expenses and other current assets | 900 | 242 |
Current assets held for sale - (Note 2) | 23 | 645 |
Total current assets | 1,687 | 7,234 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 824 | 2,619 |
Intangible assets, net | 1,545 | |
Non-current assets held for sale - (Note 2) | 1,023 | |
Other assets | 27 | 26 |
Total non-current assets | 851 | 5,213 |
TOTAL ASSETS | 2,538 | 12,447 |
CURRENT LIABILITIES | ||
Accounts payable | 1,416 | 2,350 |
Accrued liabilities | 828 | 1,080 |
Note payable | 1,350 | |
Derivative liabilities - (Note 3) | 3,104 | 3,694 |
Current portion of long-term debt | 500 | |
Current liabilities held for sale - (Note 2) | 34 | 43 |
Total current liabilities | 6,732 | 7,667 |
NON-CURRENT LIABILITIES | ||
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 6,732 | 7,667 |
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||
Common stock, $0.001 par value; 100,000 shares authorized, 52,571 shares issued and 51,986 shares outstanding as of March 31, 2019 and 49,468 shares issued and 48,923 outstanding as of March 31, 2018 | 53 | 49 |
Additional paid-in-capital | 113,310 | 108,585 |
Accumulated deficit | (115,886) | (102,236) |
Treasury stock, at cost | (1,671) | (1,618) |
Total stockholders' equity (deficit) | (4,194) | 4,780 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 2,538 | $ 12,447 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Pledged as collateral for credit | $ 35 | $ 35 |
Accounts receivable, net of allowance | $ 573 | $ 87 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 52,571 | 49,468 |
Common stock, shares outstanding | 51,986 | 48,923 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONTINUING OPERATIONS: | ||
REVENUES (Note 4) | $ 1,062 | $ 558 |
COST OF REVENUES | 699 | 243 |
GROSS PROFIT | 363 | 315 |
OPERATING EXPENSES: | ||
Salaries and salary related costs, including non-cash share-based compensation of $2,722 and $20,592 for 2019 and 2018, respectively (Note 13) | 4,848 | 25,962 |
Professional fees and consulting, including non-cash share-based compensation of $405 and $2,860 for 2019 and 2018, respectively (Note 13) | 1,315 | 4,812 |
Other selling, general and administrative | 1,671 | 1,677 |
Depreciation, amortization, and impairment | 3,357 | 818 |
Research and development | 3,320 | 5,576 |
Total operating expenses | 14,511 | 38,845 |
Loss from continuing operations before other expenses | (14,148) | (38,530) |
OTHER INCOME (EXPENSE): | ||
Change in fair value of derivative liabilities | 3,160 | 9,316 |
Interest expense, net of interest income | (417) | (55) |
Total other income | 2,743 | 9,261 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (11,405) | (29,269) |
DISCONTINUED OPERATIONS: | ||
Loss from discontinued operations | (2,300) | (4,181) |
Gain on disposal of discontinued operations | 57 | 636 |
Total discontinued operations | (2,243) | (3,545) |
PROVISION FOR INCOME TAXES | (2) | (22) |
NET LOSS | $ (13,650) | $ (32,836) |
NET LOSS PER SHARE | ||
Basic and diluted: Continuing operations | $ (0.23) | $ (0.64) |
Discontinued operations | (0.04) | (0.08) |
Total | $ (0.27) | $ (0.72) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||
Basic and diluted | 51,010 | 45,500 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Salaries and salary related costs non-cash share-based compensation | $ 2,722 | $ 20,592 |
Professional fees and consulting non cash share-based compensation | $ 405 | $ 2,860 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred | Common | Additional Paid-In-Capital | Accumulated Deficit | Treasury Stock | Total |
Balances at Mar. 31, 2017 | $ 42 | $ 80,845 | $ (69,400) | $ 11,487 | ||
Balances, shares at Mar. 31, 2017 | 42,330 | |||||
Shares issued for cash in private placement, net of expenses | $ 5 | 3,029 | 3,034 | |||
Shares issued for cash in private placement, net of expenses, shares | 5,000 | |||||
Share-based compensation - options - Board of Directors | 550 | 550 | ||||
Share-based compensation - options - Board of Directors, shares | 201 | |||||
Share-based compensation - stock - services rendered | 596 | 596 | ||||
Share-based compensation - stock - services rendered, shares | 65 | |||||
Share-based compensation - stock, options - employees | $ 2 | 20,590 | 20,592 | |||
Share-based compensation - stock - employees, shares | 1,783 | |||||
Purchase shares from employees in lieu of taxes | (1,618) | (1,618) | ||||
Purchase shares from employees in lieu of taxes, shares | ||||||
Stock issued to purchase 440 Labs | 1,500 | 1,500 | ||||
Stock issued to purchase 440 Labs, shares | 300 | |||||
Share-based compensation due to employment agreements | 1,500 | 1,500 | ||||
Share-based compensation due to employment agreements, shares | 300 | |||||
Warrant conversion - cashless | ||||||
Warrant conversion - cashless, shares | 49 | |||||
Sale of Eco3d, shares received and cancelled | (25) | (25) | ||||
Sale of Eco3d, shares received and cancelled, shares | (560) | |||||
Net loss for the period | (32,836) | (32,836) | ||||
Balances at Mar. 31, 2018 | $ 49 | 108,585 | (102,236) | (1,618) | 4,780 | |
Balances, shares at Mar. 31, 2018 | 49,468 | |||||
Shares issued for cash in private placement, net of expenses | $ 3 | 1,648 | 1,651 | |||
Shares issued for cash in private placement, net of expenses, shares | 2,969 | |||||
Share-based compensation - options - Board of Directors | 400 | 400 | ||||
Share-based compensation - options - Board of Directors, shares | ||||||
Share-based compensation - stock - services rendered | (14) | (14) | ||||
Share-based compensation - stock - services rendered, shares | ||||||
Share-based compensation - stock, options - employees | $ 1 | 2,691 | 2,692 | |||
Share-based compensation - stock - employees, shares | 134 | |||||
Purchase shares from employees in lieu of taxes | (53) | (53) | ||||
Purchase shares from employees in lieu of taxes, shares | ||||||
Net loss for the period | (13,650) | (13,650) | ||||
Balances at Mar. 31, 2019 | $ 53 | $ 113,310 | $ (115,886) | $ (1,671) | $ (4,194) | |
Balances, shares at Mar. 31, 2019 | 52,571 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (13,650) | $ (32,836) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 3,357 | 3,041 |
Bad debt expense | 486 | |
Share-based compensation - services rendered | 400 | 2,860 |
Share-based compensation - employees | 2,673 | 20,592 |
Share-based compensation due to employment agreements | 1,500 | |
Change in fair value of derivative liabilities | (3,160) | (9,316) |
Adjusted loss from discontinued operations | 1,848 | 4,181 |
Gain on sale of discontinued operations | (57) | (636) |
Loss on retirement of assets | 5 | 61 |
Changes in assets and liabilities: | ||
Accounts receivable | 1,611 | (1,060) |
Inventory | (983) | |
Prepaid expenses and other current assets | (36) | 34 |
Other assets | (26) | 6 |
Accounts payable | (934) | 634 |
Accrued liabilities | 291 | (1,691) |
Net cash used in operating activities of continuing operations | (7,192) | (13,613) |
Net cash used in discontinued operations | (1,848) | (4,030) |
Net cash used in operating activities | (9,040) | (17,643) |
Cash flows from investing activities: | ||
Proceeds from sale of discontinued operations | 825 | 2,029 |
Purchases of short-term investments | (1,001) | |
Redemption of short-term investments | 1,001 | |
Purchases of property and equipment | (289) | (277) |
Net cash provided by investing activities | 536 | 1,752 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net of fees | 4,221 | 12,693 |
Proceeds from credit facility | 1,350 | |
Purchase of treasury shares from employees | (53) | (1,618) |
Repayments of debt - related parties | (100) | |
Repayments of debt | (500) | |
Net cash provided by financing activities | 5,018 | 10,975 |
NET DECREASE IN CASH | (3,486) | (4,916) |
Cash - beginning of period | 3,730 | 8,646 |
Cash - end of period | 244 | 3,730 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 382 | 60 |
Cash paid for income taxes | 2 | |
SUMMARY OF NONCASH ACTIVITIES: | ||
Inventory reclassified to property and equipment | 2,477 | |
Assets and liabilities acquired via acquisition of companies: | ||
Identifiable intangible assets | 1,435 | |
Goodwill | 65 | |
Other assets | $ 28 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Ecoark Holdings, Inc. (“Ecoark Holdings”) is an innovative AgTech company that is focused on modernizing the post-harvest fresh food supply chain for a wide range of organizations including growers, processors, distributors and retailers. Ecoark Holdings is the parent company of Ecoark, Inc. and Magnolia Solar Inc. On June 6, 2019, the Company announced that it had entered into a definitive agreement to acquire Trend Discovery Holdings, Inc. (“Trend Discovery”), a fund management company. Ecoark, Inc. Eco3d, LLC Eco360, LLC Pioneer Products, LLC Sable Polymer Solutions, LLC Zest Labs, Inc. 440labs, Inc. Magnolia Solar Inc. Principles of Consolidation The consolidated financial statements include the accounts of Ecoark Holdings and its direct and indirect subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. Ecoark Holdings is a holding company that holds 100% of Ecoark and Magnolia Solar. Ecoark holds 100% of Eco360, Pioneer Products (which owns 100% of Sable), Zest Labs and, until April 2017, Eco3d. As described further in Note 2, in March 2017 the Ecoark Holdings Board approved a plan to sell Eco3d, and the sale was completed in April 2017. Ecoark previously owned 65% of Eco3d and the remaining 35% interest was owned by executives of Eco3d until September 2016 when the executives’ 35% interest was acquired in exchange for 525 shares of Ecoark Holdings stock. In conjunction with the sale of Eco3d in April 2017, the 525 shares were reacquired by the Company and canceled. In May 2018 the Ecoark Holdings Board approved a plan to sell key assets of Pioneer (including the assets of Sable) and Magnolia Solar. Relevant assets and liabilities are classified as held for sale and operations as discontinued in the consolidated financial statements. See Note 2. The Company applies the guidance of Topic 810 Consolidation 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” or the “SEC”). 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 fiscal 2018 consolidated financial statements to comply with the 2019 presentation. These principally relate to classification of certain revenues, cost of revenues and related segment data, as well as certain research and development expenses. Reclassifications relating to the discontinued operations of Eco3d, Pioneer, Sable and Magnolia are described further in Note 2. The Company reclassified certain items in inventory of Zest Labs to property and equipment to reflect the transition to the Software as a Service (“SaaS”) model. The reclassifications had no impact on total net loss or net cash flows for the years ended March 31, 2019 and 2018. However, restatements described further in Note 3 did impact fiscal 2018 reported amounts. 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 uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. Cash Cash consists of cash, demand deposits and money market funds with an original maturity of three months or less. The Company holds no cash equivalents as of March 31, 2019 and 2018, respectively. The Company maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined on average cost and at standard cost, which approximates average costs in accordance with ASC 330-10-30-12. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company establishes reserves for this purpose. As of March 31, 2018, the inventory of Sable has been included in assets held for sale as more fully described on Note 2. Effective April 1, 2017, the Company changed its inventory costing method at Sable from first-in first-out (“FIFO”) to average cost. FIFO costs approximated average cost. The change was made in conjunction with a system conversion that enabled the Company to move from a periodic to a perpetual inventory system. In accordance with ASC 250-10-45-11 through 45-13, management determined that the change was preferable because it provides better operational control and visibility into inventory levels and costs, and it facilitates cost analysis at a batch level that was not available previously. The effect of the change was not material to the Company’s consolidated financial statements for the period ended March 31, 2018. As of March 31, 2018, the inventory of Zest Labs consisting of tags, readers, antenna, etc. has been reclassified to property and equipment to reflect the use of the assets in the SaaS revenue model. 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 two to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the term of the lease, which is shorter than the estimated useful life of the improvements. 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 Company has early adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment 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. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. The Company did consider it necessary to record impairment charges for equipment acquired as part of the Sable acquisition. As of March 31, 2019 and 2018, the property and equipment of Sable and Magnolia Solar have been reclassified as assets held for sale as more fully described in Note 2. Intangible assets with definite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets capitalized as of March 31, 2019 and 2018 represent the valuation of the Company-owned patents, outsourced vendor relationships and non-compete agreements. These intangible assets were being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents, three years for outsourced vendor relationships and two years for non-compete agreements. 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 tested the carrying value of its long-lived assets for recoverability during the year ended March 31, 2019, and impairments were recorded during this period. Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the years ended March 31, 2019 and 2018, which were nominal, 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. These costs include internal salaries and related costs and professional fees for activities related to development. These costs relate to the Zest Data Services platform, Zest Fresh and Zest Delivery. Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were filed . 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 March 31, 2019 and 2018, were nominal and included in cost of product sales. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software as a service (“SaaS”) contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty-day payment terms from when the Company satisfies the performance obligation in the contract. In fiscal 2019, the Company did not have significant revenue from software license agreements. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Revenue Recognition – Discontinued Operations Product revenue for discontinued operations which is netted in loss from discontinued operations consists primarily of the sale of recycled plastics products by Pioneer and Sable. Contracts for products are for products held in inventory and typically are on thirty-day payment terms. Management’s evaluation of credit risk involves judgement and may include securing insurance coverage on the recoverability of the receivables. Revenues are recognized when obligations under the terms of a contract with the customer are satisfied and when control of the promised goods are transferred to the customer, typically when products are shipped to the customer. Expected costs of standard warranties and claims are recognized as expense. For discontinued operations of Magnolia Solar, services contracts include research contracts for the government. The contracts define delivery dates for which the performance obligation will be satisfied over time. Revenue is recognized over time based on the output method to measure the Company’s progress toward complete satisfaction of a performance obligation. 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, credit insurance 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, however credit insurance is obtained for some customers. Past-due status is based on contractual terms. Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes 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. Vacation and Paid-Time-Off Compensation The Company follows ASC 710-10 Compensation – General Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation and has early adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company measures compensation expense for its non-employee share-based compensation under ASC 505-50 Equity-Based Payments to Non-Employees The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting Fair Value of Financial Instruments ASC 825 Financial Instruments Leases The Company follows ASC 840 Leases Leases 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, so only basic weighted average number of common shares are used in the computations. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. Applying this accounting policy resulted in restatements of prior periods as more fully described in Note 3. 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 Segment Reporting. 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 material related-party transactions (see Note 12). 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. Recently Adopted Accounting Pronouncements In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09 Revenue from Contracts with Customers Revenue from Contracts with Customers, Deferral of the Effective Date Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients In May 2017, the FASB issued ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Rounds and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02 and later updated with ASU 2019-01 in March 2019 Leases (Topic 842). In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. 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 has experienced losses from operations resulting in an accumulated deficit of $115,886 since inception. The accumulated deficit as well as recurring losses of $13,650 and $32,836 for the years ended March 31, 2019 and 2018, respectively, cash used in operating activities in fiscal 2019 and 2018 were $9,040 and $17,643, respectively, and negative working capital of $5,045 as of March 31, 2019, have resulted in the uncertainty of the Company’s ability 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 raised additional capital through the issuance of common stock (net of fees), in private placements, issuances under equity purchase agreements and sales of convertible notes of $4,221 and $12,693 in the year ended March 31, 2019 and 2018, respectively (see Note 13). In addition, the Company has secured a $10,000 credit facility (see Note 10), and it has effected a merger with Trend Discovery Holdings, Inc. on May 31, 2019 (see Note 19). The Company’s ability to raise additional capital through future equity and debt securities issuances and funding from the credit facility and Trend Discovery is not assured. Obtaining additional financing and the successful development of the Company’s strategic plan to achieve profitability 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. As more fully described in Note 3, in connection with the preparation of the Company’s consolidated financial statements as of and for the fiscal ended March 31, 2019, the Company identified inadvertent errors in the accounting for certain embedded derivative liabilities associated with warrants issued as a part of capital raises in 2017 and 2018. In connection with those capital raises, proceeds (net of fees) were accounted for as equity. Upon further evaluation, the Company determined that a portion of the capital raised should have been accounted for as liabilities with fair value changes recorded in the Company’s consolidated statements of operations. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2: DISCONTINUED OPERATIONS On April 14, 2017, the Company sold the assets, liabilities and membership interests in Eco3d to a group led by executives of Eco3d after the Company's Board concluded that Eco3d did not fit the future strategic direction of the Company. The Company received $2,029 in cash and 560 shares of the Company's common stock (including 525 shares that had been exchanged for the noncontrolling interest in September 2016) that was held by executives of Eco3d, which were canceled upon receipt. There will be no significant continuing involvement with Eco3d. On March 12, 2019, the Company sold the inventory and property and equipment of Sable to a buyer for cash and a short-term receivable. There will be no significant continuing involvement with Sable. In addition, as a result of receiving letters of intent for the sale of key assets of Pioneer and Magnolia Solar, and the approval by the Company's Board to sell the assets, those assets are included in assets held for sale and their operations included in discontinued operations. Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the consolidated balance sheets consisted of the following as of March 31: 2019 2018 Inventory $ - $ 611 Other current assets 23 34 Current assets – held for sale $ 23 $ 645 Property and equipment, net $ - $ 995 Other assets - 28 Non-current assets – held for sale $ - $ 1,023 Accounts payable $ 23 $ 30 Accrued liabilities 11 13 Current liabilities – held for sale $ 34 $ 43 Major line items constituting income (loss) from discontinued operations in the consolidated statements of operations for the years ended March 31 consisted of the following: 2019 2018 Revenue $ 9,883 $ 9,541 Cost of revenue 10,515 10,567 Gross (loss) (632 ) (1,026 ) Operating expenses 1,668 3,155 Loss from discontinued operations $ (2,300 ) $ (4,181 ) Non-cash expenses $ 452 $ 2,223 After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance due to the uncertainty of realizing income tax benefit for all periods presented, and the income tax provision for all periods presented was considered immaterial. Thus, no separate tax provision or benefit relating to discontinued operations is included here or on the face of the consolidated statements of operations. Non-cash expenses above consist principally of depreciation, amortization and impairment costs. Capital expenditures of discontinued operations were principally at Sable and amounted to $268 and $253 for fiscal 2019 and 2018, respectively. Gain on the sale of Sable assets of $57 in March 2019 and on the sale of Eco3d of $636 in May 2017 was recognized in discontinued operations. |
Restatements
Restatements | 12 Months Ended |
Mar. 31, 2019 | |
Restatement [Abstract] | |
RESTATEMENTS | NOTE 3: RESTATEMENTS In connection with the preparation of the Company’s consolidated financial statements as of and for the fiscal year ended March 31, 2019, the Company identified inadvertent errors in the accounting for certain embedded derivative liabilities associated with warrants issued as a part of capital raises in 2017 and 2018. In connection with those capital raises, proceeds (net of fees) were accounted for as equity. Upon further evaluation, the Company determined that a portion of the capital raised should have been accounted for as liabilities with fair value changes recorded in the Company’s consolidated statements of operations. Accordingly, the Company is restating herein its previously issued consolidated financial statements and the related disclosures for the fiscal year ended March 31, 2018 and interim periods in fiscal years 2018 and 2019 as well as an adjustment to the opening balance sheet for the first interim period of fiscal 2018 (the “Restated Periods”). The adjustment to the opening balance sheet as of April 1, 2017 consisted of establishing a current derivatives liability of $3,351, offset by a reduction in additional paid-in-capital of $4,180 and a reduction of accumulated deficit of $829. The categories of misstatements and their impact on previously reported consolidated financial statements for the 2018 and 2017 annual periods are described below: Derivative Liability: Stockholders’ Deficit: Change in Fair Value of Derivative Liabilities: In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate: Note 1: Organization and Summary of Significant Accounting Policies Note 9: Warrant Derivative Liabilities Note 13: Stockholders’ Equity (Deficit) Note 18: Fair Value Measurements The financial statement misstatements reflected in previously issued consolidated financial statements did not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash flows for any period previously presented, however they did impact individual line items. Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company’s previously issued Consolidated Balance Sheet, Consolidated Statements of Operations, Consolidated Statement of Cashflows, and Consolidated Statement of Changes in Stockholders’ Equity as of and for the year ended March 31, 2018 to the corresponding restated consolidated financial statements for that year. (Dollars in thousands, except per share data) March 31, Restatement March 31, 2018 Adjustment 2018 As Reported As Restated ASSETS CURRENT ASSETS Cash ($265 pledged as collateral for credit) $ 3,730 $ - $ 3,730 Accounts receivable, net of allowance of $87 2,617 - 2,617 Prepaid expenses and other current assets 242 - 242 Current assets held for sale 645 - 645 Total current assets 7,234 - 7,234 NON-CURRENT ASSETS Property and equipment, net 2,619 - 2,619 Intangible assets, net 1,545 - 1,545 Non-current assets held for sale 1,023 - 1,023 Other assets 26 - 26 Total non-current assets 5,213 - 5,213 TOTAL ASSETS $ 12,447 - $ 12,447 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 2,350 $ - $ 2,350 Accrued liabilities 1,080 - 1,080 Derivative liabilities - 3,694 3,694 Current portion of long-term debt 500 - 500 Current liabilities held for sale 43 - 43 Total current liabilities 3,973 3,694 7,667 NON-CURRENT LIABILITIES Long-term debt, net of current portion - - - Long-term debt, net of current portion - related party - - COMMITMENTS AND CONTINGENCIES Total liabilities 3,973 3,694 7,667 STOCKHOLDERS’ EQUITY (DEFICIT) (Numbers of shares rounded to thousands) Preferred stock, $0.001 par value; 5,000 shares authorized; none issued - - - Common stock, $0.001 par value; 100,000 shares authorized, 49,468 shares issued and 48,923 shares outstanding as of March 31, 2018 49 - 49 Additional paid-in-capital 122,424 (13,839 ) 108,585 Accumulated deficit (112,381 ) 10,145 (102,236 ) Treasury stock, at cost (1,618 ) - (1,618 ) Total stockholders’ equity (deficit) 8,474 (3,694 ) 4,780 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 12,447 - $ 12,447 Year Ended Year Ended March 31, Restatement March 31, 2018 Adjustment 2018 As As CONTINUING OPERATIONS: REVENUES $ 558 $ - $ 558 COST OF REVENUES 243 - 243 GROSS PROFIT (LOSS) 315 - 315 OPERATING EXPENSES: Salaries and salary related costs, including share-based compensation 25,962 - 25,962 Professional fees and consulting, including share-based compensation 4,812 4,812 Selling, general and administrative 1,677 - 1,677 Depreciation, amortization, and impairment 818 - 818 Research and development 5,576 - 5,576 Total operating expenses 38,845 - 38,845 Loss from continuing operations before other expenses (38,530 ) - (38,530 ) OTHER EXPENSE: Change in fair value of derivative liabilities - 9,316 9,316 Interest expense, net of interest income (55 ) - (55 ) Total other expenses (55 ) 9,316 9,261 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (38,585 ) 9,316 (29,269 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations (4,181 ) - (4,181 ) Gain on disposal of discontinued operations 636 - 636 Total discontinued operations (3,545 ) - (3,545 ) PROVISION FOR INCOME TAXES 22 - 22 NET LOSS (42,152 ) 9,316 (32,836 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (42,152 ) $ 9,316 $ (32,836 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.85 ) $ (0.21 ) $ (0.64 ) Discontinued operations $ (0.08 ) - $ (0.08 ) Total $ (0.93 ) $ 0.21 $ (0.72 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 45,500 45,500 Year Ended Restatement Year Ended 2018 Adjustment 2018 As Reported As Restated Cash flows from operating activities: Net loss attributable to controlling interest $ (42,152 ) $ 9,316 $ (32,836 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 3,041 - 3,041 Shares of common stock issued for services rendered 2,860 - 2,860 Share-based compensation – stock - employees 20,592 - 20,592 Share-based compensation due to employment agreements 1,500 - 1,500 Change in value of derivative liabilities (9,316 ) (9,316 ) (Income) loss from discontinued operations 4,181 4,181 Gain on sale of discontinued operations (636 ) - (636 ) Loss on retirement of assets 61 - 61 Changes in assets and liabilities: Accounts receivable (1,060 ) - (1,060 ) Inventory (983 ) - (983 ) Prepaid expenses 90 - 90 Other current assets (56 ) - (56 ) Other assets 6 - 6 Accounts payable 634 - 634 Accrued liabilities (1,691 ) - (1,691 ) Net cash used in operating activities of continuing operations (13,613 ) - 13,613 ) Net cash used in discontinued operations (4,030 ) - (4,030 ) Net cash used in operating activities (17,643 ) - (17,643 ) Cash flows from investing activities: Proceeds from sale of Eco3d 2,029 - 2,029 Purchases of short-term investments (1,001 ) - (1,001 ) Redemption of short-term investments 1,001 - 1,001 Purchases of property and equipment (277 ) - (277 ) Net cash provided by (used in) investing activities 1,752 - 1,752 Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 12,693 - 12,693 Purchase of treasury shares from employees (1,618 ) - (1,618 ) Repayments of debt - related parties (100 ) - (100 ) Net cash provided by financing activities 10,975 - 10,975 NET INCREASE (DECREASE) IN CASH (4,916 ) - (4,916 ) Cash - beginning of period 8,646 - 8,646 Cash - end of period $ 3,730 $ - $ 3,730 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 60 $ - $ 60 Cash paid for income taxes $ - $ - $ - SUMMARY OF NONCASH ACTIVITIES: Inventory reclassified to property and equipment $ 2,477 $ - $ 2,477 Assets and liabilities acquired via acquisition of companies: Identifiable intangible assets $ 1,435 $ - $ 1,435 Goodwill $ 65 $ - $ 65 Other assets $ 28 $ - $ 28 The Company’s financial statements as of March 31, 2017, contained the following adjustments: (1) overstatement of additional-paid-in-capital by $4,180, (2) understatement of warrant liability by $3,351, and (3) overstatement of net loss due to change in fair value of warrant liability by $829. Accumulated deficit as of April 1, 2017, has been reduced by $4,180 to correct the aggregate effect of the adjustments, net of their related income tax effect of $0. Had the errors not been made, net loss for fiscal 2017 would have been decreased by $829, net of income tax of $0 due to the Company having a full valuation allowance for its net deferred tax assets. These adjustments were made to correct an error made in fiscal year 2017 of classifying certain warrants issued in May 2017 as a component of equity rather than as a liability at inception and changes in the fair value of the warrant liability not being recognized in the statement of operations. Preferred Common Additional Accumulated Treasury Shares Amount Shares Amount Capital Deficit Stock Total Balances at April 1, 2017 (Restated) - $ - 42,330 $ 42 $ 80,845 $ (69,400 ) $ - $ 11,487 Shares issued for cash in private placement, net of expenses (Restated) - - 5,000 5 3,029 - - 3,034 Share-based compensation – stock – Board of Directors - - 201 - 550 - - 550 Share-based compensation – stock – services rendered - - 65 - 596 - - 596 Share-based compensation – stock – employees - - 1,783 2 20,590 - - 20,592 Purchase shares from employees in lieu of taxes - - - - - - (1,618 ) (1,618 ) Stock issued to purchase 440 Labs - - 300 - 1,500 - - 1,500 Share-based compensation due to employment agreements - - 300 - 1,500 - - 1,500 Warrant conversion – cashless - - 49 - - - - - Sale of Eco3d, shares received and cancelled - - (560 ) - (25 ) - - (25 ) Net loss for the period (Restated) - - - - - (32,836 ) - (32,836 ) Balances at March 31, 2018 (Restated) - - 49,468 49 108,585 (102,236 ) (1,618 ) 4,780 |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | NOTE 4: REVENUE The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The following table disaggregates the Company’s revenue by major source for the years ended March 31: 2019 2018 Revenue: Walmart $ 1,000 $ 500 Software as a Service (“SaaS”) 62 57 Hardware Sales - 1 $ 1,062 $ 558 Revenues in the year ended March 31, 2019 were principally from a project with Walmart. After paying invoices for $1,000 through June, Walmart has not paid the final $500. As a result, the Company has established an allowance for doubtful accounts of $500 until the matter is resolved. Zest SaaS revenues in the years ended March 31, 2019 and 2018 were from retailers and produce growers. There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Merger
Merger | 12 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
MERGER | NOTE 5: MERGER On January 29, 2016, Ecoark entered into a Merger Agreement (“Merger Agreement”) with MSC providing, among other things, for the acquisition of Ecoark by MSC in a share for share exchange pursuant to which it was contemplated that at the closing Ecoark 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 (“Merger”). On March 24, 2016, the Merger was closed. Upon the closing of the transaction, under the Merger Agreement, Magnolia Solar Acquisition Corporation merged with and into Ecoark with Ecoark as the surviving corporation, which became a wholly-owned subsidiary of MSC. Thereafter, MSC changed its name to Ecoark Holdings, Inc. The transaction was accounted for as a reverse acquisition; for accounting purposes Ecoark acquired the assets and liabilities of Magnolia Solar effective March 24, 2016. The historical financial information presented prior to March 24, 2016 is that of Ecoark. 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. After the Merger, the Company had 29,057 shares of common stock issued and outstanding. MSC’s shareholders and holders of debt, notes, warrants and options received an aggregate of 1,351 shares of the Company’s common stock and Ecoark’s shareholders received an aggregate of 27,706 shares of the Company’s common stock. As a result of the Merger and in accordance with SAB Topic 14C and ASC 805-40-45, the Company has given retroactive effect to the transaction by adjusting the number of shares in the consolidated balance sheets, consolidated statements of operations, consolidated statement of changes in stockholders’ equity (deficit) and accompanying notes. The retroactive treatment changed the reported common shares and additional paid-in capital in the balance sheets, the shares used in the calculation of net loss per share and resulting net loss per share in the statements of operations, the number of shares and related dollar amounts in the statement of changes in stockholders’ equity (deficit), and various disclosures regarding number of shares and related amounts in these notes to consolidated financial statements. There was no effect on the net loss or total stockholders’ equity (deficit) as a result of the restatement. The change became effective on March 24, 2016 when the Merger closed. The financial statements presented herein for the period through March 24, 2016 represent the historical financial information of Ecoark, Inc., except for the capital structure as of December 31, 2015 which represents the historical amounts of MSC, retroactively adjusted to reflect the legal capital structure of MSC. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of March 31: 2019 2018 Zest Labs freshness hardware $ 2,493 $ 2,477 Computers and software costs 222 400 Machinery and equipment 200 211 Furniture and fixtures - 89 Leasehold improvements - 4 Total property and equipment 2,915 3,181 Accumulated depreciation and impairment (2,091 ) (562 ) Property and equipment, net $ 824 $ 2,619 As previously described, during the year ended March 31, 2018 Zest Labs entered into SaaS contracts with customers and $2,477 of assets previously classified as inventory have been reclassified to property and equipment. These assets will be used in the satisfaction of performance obligations to customers and depreciated over estimated useful lives of three to seven years. As of March 31, 2019, the Company performed an evaluation of the recoverability of these long-lived assets. The analysis was performed based on assumptions for both held for use and held for sale, and as a result an impairment of $1,139 was recorded as of March 31, 2019 related to these assets. Depreciation expense for the years ended March 31, 2019 and 2018 was $672 and $119, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 7: INTANGIBLE ASSETS Intangible assets consisted of the following as of March 31: 2019 2018 Patents $ 1,013 $ 1,013 Customer lists - - Outsourced vendor relationships 340 340 Non-compete agreements 1,017 1,017 Goodwill - - Total intangible assets 2,370 2370 Accumulated amortization and impairment (2,370 ) (825 ) Intangible assets, net $ - $ 1,545 The outsourced vendor relationships and non-compete agreements were recorded as part of the acquisition of 440labs described in Note 17 below. Amortization expense for the years ended March 31, 2019 and 2018 was $553 and $555, respectively. The Company performed a review of its customers and business results at Sable in 2017 to assess the recoverability of the carrying value of intangibles. As a result, impairment charges of $1,042 against the customer lists and a related write-down of goodwill of $582 from the initially recorded amount of $1,264 were recorded in the year ended March 31, 2018. In addition, $78 of the 440labs non-compete agreements were impaired due to the separation of one of the key employees and the remaining goodwill of $65 related to the 440labs acquisition was impaired in the three months ended March 31, 2018. As of March 31, 2019, the Company evaluated the recoverability of the remaining intangible assets of Zest Labs and made the decision to fully impair the remaining net book value of $992 as of March 31, 2019. Intangible assets consisting of customer lists and patents for Pioneer, including those held by Ecoark, and Magnolia have been reclassified for all years presented as assets held for sale as more fully described in Note 2 and accordingly amortization and impairment expense has been included in the loss from discontinued operations. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 8: ACCRUED LIABILITIES Accrued liabilities consisted of the following as of March 31: 2019 2018 Professional fees and consulting costs $ 150 $ 325 Vacation and paid time off 345 278 Legal fees 108 100 Payroll and employee expenses 50 75 Hardware in transit - 26 Other 175 276 Total $ 828 $ 1,080 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 12 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 9: WARRANT DERIVATIVE LIABILITIES As described in Note 3 and Note 13, the Company issued common stock and warrants in several private placements in March 2017, May 2017, March 2018 and August 2018. The March and May 2017 and March and August 2018 warrants (collectively the "Derivative Warrant Instruments") are classified as liabilities. The Derivative Warrant Instruments have been accounted for utilizing ASC 815 "Derivatives and Hedging". The Company identified embedded features in the March and May 2017 warrants which caused the warrants to be classified as a liability. These embedded features included the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. The Company identified embedded features in the March and August 2018 warrants which caused the warrants to be classified as a liability. These embedded features included the right for the holders to request that the Company cash settle the warrant instruments from the Holder by paying to the Holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. On the date of inception, the fair value of the March 2017 warrants of $4,609 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.13% an expected term of 5.0 years, an expected volatility of 107% and a 0% dividend yield. At March 31, 2017, the fair value of the March 2017 warrants of $3,351 was determined using the Black-Scholes Model based on a risk-free interest rate of 1.93% an expected term of 4.9 years, an expected volatility of 105% and a 0% dividend yield. At March 31, 2018, the fair value of the March 2017 warrants of $537 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.56% an expected term of 4.0 years, an expected volatility of 91% and a 0% dividend yield. At March 31, 2019, the fair value of the March 2017 warrants $256 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.23% an expected term of 3.0 years, an expected volatility of 96% and a 0% dividend yield. On the date of inception, the fair value of the May 2017 warrants of $7,772 was determined using the Black-Scholes Model based on a risk-free interest rate of 1.80% an expected term of 5.0 years, an expected volatility of 101% and a 0% dividend yield. At March 31, 2018, the fair value of the May 2017 warrants of $1,001 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.56% an expected term of 4.17 years, an expected volatility of 91% and a 0% dividend yield. At March 31, 2019, the fair value of the May 2017 warrants of $505 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.23% an expected term of 3.17 years, an expected volatility of 96% and a 0% dividend yield. On the date of inception, the fair value of the March 2018 warrants of $3,023 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.65% an expected term of 5.0 years, an expected volatility of 91% and a 0% dividend yield. At March 31, 2018, the fair value of the March 2018 warrants of $2,156 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.56% an expected term of 5.0 years, an expected volatility of 91% and a 0% dividend yield. At March 31, 2019, the fair value of the March 2018 warrants of $1,040 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.23% an expected term of 4.00 years, an expected volatility of 96% and a 0% dividend yield. On the date of inception, the fair value of the August 2018 warrants of $2,892 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.77% an expected term of 5.00 years, an expected volatility of 97% and a 0% dividend yield. At March 31, 2019, the fair value of the August 2018 warrants of $1,303 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.23% an expected term of 4.42 years, an expected volatility of 96% and a 0% dividend yield. |
Note Payable
Note Payable | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 10: NOTE PAYABLE On December 28, 2018, the Company entered into a $10,000 credit facility that includes a loan and security agreement (the "Agreement") where the lender agreed to make one or more loans to the Company, and the Company may make a request for a loan or loans from the lender, subject to the terms and conditions. The Company is required to pay interest biannually on the outstanding principal amount of each loan calculated at an annual rate of 12%. The loans are evidenced by a demand note executed by the Company. The Company is able to request draws from the lender up to $1,000 with a cap of $10,000, including the $1,000 advanced on December 28, 2018 and an additional $350 advanced through March 31, 2019. If principal is prepaid, the loans may not be re-borrowed and the cap of $10,000 shall be reduced. The Company may make a request for a loan or loans from the lender, at any one time and from time to time, from the date of the Agreement until the earlier of (i) demand by the lender or (ii) December 27, 2020 or the earlier termination of the Agreement pursuant to the terms thereof. Loans made pursuant to the Agreement are secured by a security interest in the Company's collateral held with the lender and guaranteed by the Company's subsidiary, Zest Labs. The Company is to pay to the lender a commitment fee on the principal amount of each loan requested thereunder in the amount of 3.5% of the amount thereof. The Company also paid an arrangement fee of $300 to the lender which was paid upon execution of the Agreement. The aforementioned fees were netted from proceeds from the $1,000 initial advance on December 28, 2018. Zest Labs is a plaintiff in a litigation styled as Zest Labs, Inc. vs WalMart, Inc., Case Number 4:18-cv-00500 Subject to customary carve-outs, the Agreement contains customary negative covenants and restrictions for agreements of this type on actions by the Company including, without limitation, restrictions on indebtedness, liens, investments, loans, consolidation, mergers, dissolution, asset dispositions outside the ordinary course of business, change in business and restriction on use of proceeds. In addition, the Agreement requires compliance by the Company of covenants including, but not limited to, furnishing the lender with certain financial reports and protecting and maintaining its intellectual property rights. The Agreement contains customary events of default, including, without limitation, non-payment of principal or interest, violation of covenants, inaccuracy of representations in any material respect and cross defaults with certain other indebtedness and agreements. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 11: LONG-TERM DEBT Long-term debt consisted of the following as of March 31: 2019 2018 Secured convertible promissory note $ - $ 500 Less: current portion - (500 ) Long-term debt, net of current portion $ - $ - The Company had a secured convertible promissory note ("convertible note") bearing interest at 10% per annum, entered on January 10, 2017 for $500 with the principal due in one lump sum payment on or before July 10, 2018. The convertible note was part of the financing the Company entered into in the three months ended March 31, 2017, that raised $4,300 (of a maximum of $5,000) in convertible notes ($700 of which were from related parties, see Note 10) bearing interest at 10% per annum. On March 30, 2017, $3,700 of these notes were converted (including $600 of the $700 in connection with the related parties) into shares of common stock, along with the related accrued interest on those notes. The Company granted note holders a security interest for the holder's ratable share of the series notes in the Company's ownership interest in Sable as collateral. The note holders had the right at the holders' option to convert all or any portion of the principal amount at a conversion rate per share which ranges from $4.15 to $7.10 per share (the only non-related party note still outstanding has a conversion price of $4.50). In February 2017, the Company amended the convertible note whereby certain holders (not including related parties) received a warrant to purchase 10 shares of common stock for every $100 principal amount if the holder converted the note on or before March 31, 2017. The principal along with accrued interest of $11 was paid on July 2, 2018. Interest expense on the long-term debt for the years ended March 31, 2019 and 2018 was $12 and $50, respectively. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 12: RELATED-PARTY TRANSACTIONS On February 28, 2017, the Company entered into a Securities Purchase Agreement related to the issuance and sale of up to 1,100 shares of common stock held by Randy May, Chairman of the Board and former CEO, and Gary Metzger, an independent director on the Company's Board and a significant shareholder. The purchase agreement is pursuant to the Company's Form S-3 registration statement filed on August 17, 2016. The selling securityholders may sell or distribute the securities included in the prospectus supplement through underwriters, through agents, to dealers, in private transactions, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. The Company will not receive any of the proceeds from sales of the common stock made by the selling securityholders. Subsequent to March 31, 2019, Gary Metzger has advanced to the Company $328 under a note that bears 10% simple interest per annum and is payable July 30, 2020. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 13: STOCKHOLDERS’ EQUITY (DEFICIT) Ecoark Holdings Preferred Stock The Company has 5,000 shares of “blank check” preferred stock, par value $0.001 authorized. No preferred shares have been issued. Ecoark Holdings Common Stock The Company has 100,000 shares of common stock, par value $0.001 authorized. In May 2017, the Company issued 2,500 shares of the Company’s common stock pursuant to a private placement offering for $9,106, net of expenses, with $2,029 recorded as equity and the remainder to derivative liabilities (see Securities Purchase Agreement – Institutional Funds In March 2018, the Company issued 2,500 shares of the Company’s common stock pursuant to a private placement offering for $3,587, net of expenses, with $1,005 recorded as equity and the remainder to derivative liabilities (see Securities Purchase Agreement – Institutional Funds The Company issued 201 shares for board compensation valued at $550 for the year ended March 31, 2018. During the year ended March 31, 2018, the Company issued 65 shares to consultants under the 2013 Incentive Stock Plan. During the year ended March 31, 2018 the Company issued 1,544 shares to employees in stock grants vested under the 2013 Incentive Stock Plan and 239 shares to employees in service-based Restricted Stock Units (“RSUs”) vested under the 2017 Ecoark Holdings Omnibus Incentive Plan (“2017 Omnibus Incentive Plan”). The total share-based compensation expense for the year ended March 31, 2018 was $24,952. The Company acquired 545 shares of common stock from employees in lieu of amounts required to satisfy minimum tax withholding requirements of $1,618 resulting from vesting of the employees’ stock. The Company issued 300 shares in May 2017 for the acquisition of 440labs valued at $1,500. The Company issued 300 shares in May 2017 upon the execution of employment agreements with employees of 440labs valued at $1,500 recorded as share-based compensation. In May 2017, the Company issued 49 shares for the cashless exercise of 100 warrants to a consultant. The remaining 51 shares were forfeited. On April 14, 2017, the Company sold the assets, liabilities and membership interests in Eco3d to a group led by executives of Eco3d after the Company’s Board concluded that Eco3d did not fit the future strategic direction of the Company. The Company received $2,029 in cash and 560 shares of the Company’s common stock that was held by executives of Eco3d, which shares were canceled. Securities Purchase Agreements – Institutional Funds On March 14, 2017, the Company completed a reserved private placement agreement entered into on March 13, 2017 related to the issuance and sale of 2,000 shares of common stock for $8,000 ($7,255 net of expenses) to institutional purchasers at $4.00 per share. The purchase agreement is pursuant to the Company’s Form S-3 registration statement filed on August 17, 2016. The purchasers also received warrants to purchase 1,000 shares of common stock equal to 50% of the purchaser’s shares for $5.00 for up to 5 years from the date the transaction completed. The investment bankers for the transaction received warrants to purchase 140 shares of common stock for $5.00 for up to 5 years, the same terms as the investors. Of the total net proceeds of $7,255, $4,609 were determined to be warrant liabilities, and $429 of the fees that were considered related to liabilities were charged to other expense. On May 22, 2017, the Company completed a reserved private placement agreement related to the issuance and sale of 2,500 shares of common stock for $10,000 ($9,106 net of expenses) to institutional purchasers at $4.00 per share. The purchase agreement is pursuant to the Company’s Form S-3 registration statement filed on August 17, 2016. The purchasers also received warrants to purchase 1,875 shares of common stock equal to 50% of the purchaser’s shares for $5.50 for up to 5 years from the date the transaction completed. The investment bankers for the transaction received warrants to purchase 175 shares of common stock for $5.50 for up to 5 years, the same terms as the investors. Of the total net proceeds of $9,106, $7,772 were determined to be warrant liabilities, and $695 of the fees that were considered related to liabilities were charged to other expense. On March 16, 2018, the Company completed a reserved private placement agreement related to the issuance and sale of 2,500 shares of common stock for $4,200 ($3,587 net of expenses) to institutional purchasers at $1.68 per share. The purchase agreement is pursuant to the Company’s Form S-3 registration statement filed on August 17, 2016. The purchasers also received warrants to purchase 2,500 shares of common stock for $2.00 for up to 5 years from the date the transaction completed. The investment bankers for the transaction received warrants to purchase 88 shares of common stock for $2.02 for up to 5 years, the same terms as the investors. In addition, investment bankers from the May 22, 2017 reserved private placement received warrants to purchase 175 shares of common stock for $2.10 for up to 5 years pursuant to an exclusivity clause. Of the total net proceeds of $3,587, $3,023 were determined to be warrant liabilities, and $441 of the fees that were considered related to liabilities were charged to other expense. As described in Note 3, the March 14, 2017, May 22, 2017 and March 16, 2018 warrants due to certain embedded features that preclude equity treatment are accounted for under liability accounting and are fair valued at each reporting period. The consolidated financial statements have been restated to reflect adjustments consisting of establishing derivative liabilities of $3,351, offset by a corresponding reduction of stockholders’ equity (deficit) that includes reductions of $829 in accumulated deficit and $4,180 in additional paid-in-capital as of March 31, 2017. The Company uses the Black Scholes option pricing model for determining fair value of the warrants at the end of each period. As of March 31, 2018, the fair value of the derivative liabilities was $3,694. On August 9, 2018, the Company entered into an Amendment to Common Stock Warrant with the institutional purchasers in the March 17, 2017 and May 22, 2017 that modified the purchase price of the March 17, 2017 warrants from $5.00 per share to $2.50 per share and modified the purchase price of the May 22, 2017 warrants from $5.50 per share to $2.50 per share. The reductions in the exercise prices resulted in charges resulting from the changes in fair value of the derivative liabilities of $845 and $1,635 for the March 17 and May 22 warrants, respectively. On August 14, 2018, the Company completed a reserved private placement agreement related to the issuance and sale of 2,969 shares of common stock that raised $4,221 (net of fees) to institutional investors. The investors also received 2,969 warrants exercisable into common stock at an exercise price of $2.09. The Company also provided 208 warrants at an exercise price of $1.92 to the investment banker in the transaction. The warrants due to certain embedded features that preclude equity treatment are accounted for under liability accounting and are fair valued at each reporting period. The Company uses the Black Scholes option pricing model for determining fair value of the warrants at the end of each period. Of the total net proceeds of $4,221, $2,892 were determined to be warrant liabilities, and $322 of the fees that were considered related to liabilities were charged to other expense. A reduction in the exercise price to $1.34 for the March 16, 2018 and August 14, 2018 warrants resulted in a charge due to the change in fair value of the derivative liabilities of $260. In the nine months ended December 31, 2018, the Company issued 94 shares of common stock pursuant to stock awards granted from the 2013 Ecoark Holdings Incentive Stock Plan (“2013 Incentive Stock Plan”), net of 41 shares of common stock acquired from employees in lieu of amounts required to satisfy minimum withholding requirements upon vesting of the employees’ stock. The Company also issued 25 shares to an advisor to the Company pursuant to a stock award granted from the 2017 Ecoark Holdings Omnibus Incentive Plan (“2017 Omnibus Incentive Plan”). As of March 31, 2019, 52,571 total shares were issued and 51,986 shares were outstanding, net of 585 treasury shares. Additional Warrants As discussed in Note 11, the Company issued warrants to convertible note holders that converted their notes into shares of common stock in accordance with the amended secured convertible promissory note. The warrants were exercisable into 310 shares of common stock with a strike price of $7.50 per share and expired on December 31, 2018. The warrants were valued using the Black-Scholes model, which incorporated a volatility of 82% and a discount yield of 1.27%. On October 26, 2017, the Company entered into a consulting agreement for $8 per month unless otherwise terminated and agreed to issue warrants for 75 shares of common stock at $2.10 per share, vesting immediately with a term of five years. Changes in the warrants are described in the table below for the years ended March 31: 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 10,577 $ 4.37 5,789 $ 5.09 Granted 3,177 $ 2.00 4,888 $ 3.47 Exercised Cashless - (49 ) Forfeited - (51 ) Expired (4,547 ) $ 5.17 - Ending balance 9,206 $ 2.12 10,577 $ 4.37 Intrinsic value of warrants $ - Weighted Average Remaining Contractual Life (Years) 3.0 2.5 Share-based Compensation Expense Share-based compensation for employees is included in salaries and salary related costs and directors and services are included in professional fees and consulting in the consolidated statement of operations as follows for the years ended March 31: 2013 Incentive Stock Plan 2017 Omnibus Incentive Plan Non-Qualified Stock Options Common Stock Warrants Total 2019 Directors $ - $ 400 $ - $ - $ - $ 400 Employees 270 356 2,066 - - 2,692 Services - (14 ) - - - (14 ) $ 270 $ 742 $ 2,066 $ - $ - $ 3,078 2018 Directors $ - $ 550 $ - $ - $ - $ 550 Employees 16,701 2,707 1,184 1,500 - 22,092 Services 181 307 - - 108 596 Services prepaid expense 1,714 - - - - 1,714 $ 18,596 $ 3,564 1,184 $ 1,500 $ 108 $ 24,952 Modification of Awards During the three months ended December 31, 2017, the Compensation Committee of the Board of Directors of the Company issued option awards to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. In addition, the Committee approved 2,909 new option awards that vest over a four-year period to induce certain employees to accept the replacement options, to compensate them for diminution in value of their existing awards and in consideration of a number of other factors, including each individual’s role and responsibility with the Company, their years of service to the Company, and market precedents and standards for modification of equity awards. With respect to the replacement options, grantees agreed to exchange the existing awards covering 2,718 shares of the Company’s common stock and were granted replacement options to purchase 2,926 shares of the Company’s common stock at an exercise price set at 100% of the fair market value of the Company’s stock price on the effective date of the grants. In consideration of the agreements, the majority of replacement options vested immediately upon grant. The new option awards vest in 12 equal installments, with the first installment vesting on January 15, 2018, and additional installments vesting on the last day of each of the eleven successive three-month periods, subject to continued employment by the Company. The replacement options were issued under the 2017 Omnibus Incentive Plan or 2013 Incentive Stock Plan to correspond with the plan under which the existing awards were issued. The new options were not granted under any of the Company’s existing equity compensation plans. In accordance with ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting During the three months ended March 31, 2018, the Compensation Committee of the Board of Directors of the Company issued option awards to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. With respect to the replacement options, grantees agreed to exchange the existing awards covering 300 shares of the Company’s common stock and were granted replacement options to purchase 300 shares of the Company’s common stock at an exercise price set at 100% of the fair market value of the Company’s stock price on the effective date of the grants. The replacement options vest according to the original vesting schedule of the awards exchanged. The replacement options were issued under the 2013 Incentive Stock Plan to correspond with the plan under which the existing awards were issued. In accordance with ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting Non-Qualified Stock Options As previously described, new option awards were granted to induce individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. The individuals were granted options to purchase 2,909 shares of Company common stock that vest at a rate of 25% per year from 2018 to 2021, subject to continued employment by the Company. As with the replacement options, the new options have an exercise price set at 100% of the fair market value of the Company’s stock price on the effective date of the grant. Share-based compensation costs of $1,684 for grants not yet recognized will be recognized as expense through 2021, subject to any change for actual versus estimated forfeitures. The new options were not granted under any of the Company’s existing equity compensation plans, however they have terms consistent with terms of the plans. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees. Management valued the options utilizing the Black-Scholes model with the following criteria: stock price - $2.60; exercise price - $2.60; expected term – 4 years; discount rate – 2.03%; and volatility – 97%. As described further in Note 14, the Company entered into a settlement agreement with a former consultant which provided for the issuance of options for 7 shares of common stock in addition to other terms. The options entitle the holders to purchase shares of common stock for $0.98 per share through November 2023. Management valued the options utilizing the Black-Scholes model with the following criteria: stock price - $0.98; exercise price - $0.98; expected term – 4 years; discount rate – 2.51%; and volatility – 148%. Changes in the non-qualified stock options are described in the table below for the years ended March 31: 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 2,909 $ 2.60 - Granted 7 $ 0.98 2,909 $ 2.60 Exercised - - Expired - - Forfeited - - Ending balance 2,916 $ 2.60 2,909 $ 2.60 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 8.5 9.5 2013 Option Plan On February 16, 2013, the Board of Directors of the Company approved the Ecoark Inc. 2013 Stock Option Plan (the “2013 Option Plan”). The purposes of the 2013 Option Plan were 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 business. The 2013 Option Plan was expected to contribute to the attainment of these objectives by offering employees, directors and consultants the opportunity to acquire stock ownership interests in Ecoark, and to thereby provide them with incentives to put forth maximum efforts for the success of Ecoark. Awards under the 2013 Option Plan were only granted in the form of non-statutory stock options (“Options”) to purchase Ecoark’s Series C Stock prior to the Merger with MSC. Under the terms of the 2013 Option Plan and the Merger, the Options converted into the right to purchase shares of the Company. In May 2014, Ecoark had granted Options to purchase 693 shares to various employees and consultants of Ecoark. The Options had an exercise price of $1.25 per share and have a term of 10 years. The Options were to 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 Ecoark issued additional Options on 625 shares of common stock. At the end of 2015, Options under the 2013 Option Plan were outstanding to purchase 1,318 shares of common stock. The total original number of Options on 1,318 Ecoark shares was divided by two in conjunction with the exchange ratio required by the Merger Agreement and converted to Options to purchase 659 shares of the Company (Holdings) with an adjusted exercise price of $2.50. In September 2016, the remaining vesting was accelerated to have those Options 100% vested. In 2016, the Company issued options to purchase 125 shares of stock at a strike price of $2.50 per share to a consultant. These options vested immediately and expired on March 31, 2018. In the Company’s fourth quarter of 2016, an option holder forfeited 125 options and thus, at December 31, 2016, Options on 659 shares of the Company were outstanding with an adjusted exercise price of $2.50. The Board of Directors adjusted the expiration date of these options to March 28, 2018. All unexercised options expired as of March 31, 2018. Management valued the Options utilizing the Black-Scholes Method, with the following criteria: stock price - $2.50; exercise price - $2.50; expected term – 10 years; discount rate – 0.25%; and volatility – 55%. Changes in the Options under the 2013 Option Plan are described in the table below for the years ended March 31: 2019 2018 Number Weighted Number Weighted Average Exercise Price Beginning balance - 884 $ 2.50 Granted - - Exercised - - Expired - (884 ) $ 2.50 Forfeited - - Ending balance - $ - - $ - Intrinsic value of Options $ - Weighted Average Remaining Contractual Life (Years) - - 2013 Incentive Stock Plan The 2013 Incentive Stock Plan was registered on February 7, 2013. Under the 2013 Incentive Stock Plan, the Company may grant incentive stock in the form of stock options, stock awards and stock purchase offers of up to 5,500 shares of common stock to Company employees, officers, directors, consultants and advisors. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. At the time of the Merger, 5,497 shares were available to issue under the 2013 Incentive Stock Plan. As previously described, during the three months ended March 31, 2018, new option awards were granted to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. With respect to the replacement options, grantees agreed to exchange the existing awards covering 300 shares of the Company’s common stock and were granted 300 replacement options to purchase shares of Company common stock at an exercise price set at 100% of the fair market value of the Company’s stock price on the effective date of the grants. The replacement options vest according to the original vesting schedule of the awards exchanged through December 2018. The replacement options were issued under the 2013 Incentive Stock Plan to correspond with the plan under which the existing awards were issued. Share-based compensation costs have been fully recognized as expense through December 31, 2018. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees. Management valued the options utilizing the Black-Scholes model with the following criteria ranges: stock price - $2.10 to $2.60 exercise price - $2.10 to $2.60; expected term – 4.0 to 5.2 years; discount rate – 2.22% to 2.7%; and volatility – 95 to 105%. Changes in the options under the 2013 Incentive Stock Plan are described in the table below for the years ended March 31: 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 2,563 $ 2.52 - Granted - - Options granted in exchange for shares - 2,563 $ 2.52 Exercised - - Expired - - Forfeited (210 ) - Ending balance 2,353 $ 2.52 2,563 $ 2.52 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 8.6 9.6 A summary of the activity for service-based grants as of March 31, 2019 and 2018 is presented below for the years ended March 31: 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 105 $ 4.90 1,983 $ 4.90 Granted - Issued (96 ) (1,585 ) Expired - - Forfeited (9 ) (293 ) Options granted in exchange for shares - Ending balance - $ - 105 $ 4.90 Weighted Average Remaining Contractual Life (Years) - 0.8 A reconciliation of the shares available and issued under the 2013 Incentive Stock Plan is presented in the table below for the years ended March 31: 2019 2018 Beginning available 235 11 Shares modified to options - 2,493 Options in exchange for shares - (2,563 ) Shares forfeited 219 294 Ending available 454 235 Vested stock awards 2,353 4,799 Beginning number of shares issued 2,585 1,000 Issued 96 1,585 Cancelled - - Ending number of shares issued 2,681 2,585 2017 Omnibus Incentive Plan The 2017 Omnibus Incentive Plan was registered on June 14, 2017. Under the 2017 Omnibus Incentive Plan, the Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 4,000 shares of common stock to Company employees, officers, directors, consultants and advisors are available under the 2017 Omnibus Incentive Plan. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. As previously described, new option awards were granted to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. With respect to the replacement options, grantees agreed to exchange the existing awards covering 525 shares of the Company’s common stock and were granted 663 replacement options to purchase shares of Company common stock at an exercise price set at 100% of the fair market value of the Company’s stock price on the effective date of the grants. In consideration of the agreements, the majority of the replacement options vested immediately upon grant. The remaining replacement options will vest in equal installments through July 2020, subject to continued employment by the Company. Share-based compensation costs of approximately $629 for grants not yet recognized will be recognized as expense through October 2023 subject to any changes for actual versus estimated forfeitures. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees. Management valued the options utilizing the Black-Scholes model with the following criteria ranges: stock price - $1.61 to $3.76 exercise price - $1.61 to $3.76; expected term – ten years in the first two quarters and four years in the last two quarters; discount rate – 1.99% to 2.65%; and volatility – 89 to 103%. Changes in the options under the 2017 Omnibus Incentive Plan are described in the table below for the years ended March 31: 2019 2018 Number Weighted Average Exercise Price Number Weighted Beginning balance 1,374 $ 2.76 - Granted 1,034 $ 0.93 911 $ 2.44 Shares modified to options - - 663 $ 3.00 Exercised - - Expired - (8 ) Forfeited (538 ) (192 ) Ending balance 1,870 $ 1.54 1,374 $ 2.76 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 9.2 9.5 A summary of the activity for performance-based RSUs as of March 31, 2019 and since inception in June 2017 is presented below for the years ended March 31: 2019 2018 Number Weighted Number Weighted Beginning balance - - Granted - 135 $ 3.36 Exercised - - Expired - - Forfeited - (135 ) $ 3.36 Ending balance - $ - - $ - Weighted Average Remaining Contractual Life (Years) - - A summary of the activity for service-based RSUs as of March 31, 2019 and since inception in June 2017 is presented below for the years ended March 31: 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 50 $ 2.60 - Granted - 1,381 $ 3.30 Issued (25 ) (465 ) Expired - - Forfeited (25 ) (341 ) Options granted in exchange - (525 ) Ending balance - $ - 50 $ 2.60 Weighted Average Remaining Contractual Life (Years) - 9.3 Additional information regarding the RSUs is presented in the table below as of and for the years ended March 31: 2019 2018 Total market value of shares/units vested $ - $ - Share-based compensation expense for RSUs $ (254 ) $ 609 Total tax benefit related to RSU share-based compensation expense $ - $ - Cash tax benefits realized for tax deductions for RSUs $ - $ - At March 31, 2019, there was no unrecognized compensation cost related to non-vested RSUs with a weighted average vesting period of 0 years. At March 31, 2018, there was $314 of unrecognized compensation cost related to non-vested RSUs with a weighted average vesting period of 0.2 years. A reconciliation of the total shares available and issued under the 2017 Omnibus Incentive Plan is presented in the table below for the years ended March 31: 2019 2018 Beginning available 2,111 4,000 Shares granted (1,034 ) (2,427 ) Shares modified to options - 525 Options in exchange for shares (- ) (663 ) Shares expired - 8 Shares forfeited 538 668 Ending available 1,615 2,111 Vested stock awards 905 1,066 Beginning number of shares issued 465 - Issued 25 465 Cancelled - - Ending number of shares issued 490 465 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14: COMMITMENTS AND CONTINGENCIES Legal Proceedings On August 1, 2018, Ecoark Holdings, Inc. and Zest Labs, Inc. filed a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. Ecoark Holdings and Zest Labs are seeking monetary damages and other related relief to the extent it is deemed proper by the court. The Company does not believe that expenses incurred in pursuing the complaint will have a material effect on the Company's net income or financial condition for the fiscal year ended March 31, 2019 or any individual fiscal quarter. On October 22, 2018, the Court issued an order setting a trial date of June 1, 2020. The order also established deadlines for the completion of fact discovery by October 15, 2019, opening expert reports on October 24, 2019, and dispositive motions, on January 22, 2020. The case is presently in the fact discovery phase. On December 12, 2018, a complaint was filed against the Company in the Twelfth Judicial Circuit in Sarasota County, Florida by certain investors who invested in the Company before it was public. The complaint alleges that the investment advisors who solicited the investors to invest into the Company made omissions and misrepresentations concerning the Company and the shares. The Company filed a motion to dismiss the complaint which is pending. On June 20, 2018, a complaint against the Company and certain affiliates was filed by a former consultant in the U.S. District Court - Northern District of California. The complaint refers to an advisory agreement dated January 1, 2015 with Ecoark, Inc., a subsidiary of the Company, in which the former consultant was to provide advice and consultation to Ecoark, Inc. in exchange for consulting fees, expenses and a warrant to purchase equity in Ecoark, Inc. The matter was settled in January 2019. The Company recorded a charge of $20 in connection with the settlement of the matter. 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 2020. Rent expense was as follows for the years ended March 31: 2019 2018 Continuing operations $ 242 $ 346 Discontinued operations 96 25 Total $ 338 $ 371 Future minimum lease payments required under the operating leases for continuing operations are as follows: 2020 - $127. On adoption of ASC 842 Leases r Royalties The Company has cross-licensing agreements with several technology companies that require payment of royalties upon the sale and or use of certain patented technologies. One of these agreements requires minimum annual payments of $50 until the last of the patents expire. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15: INCOME TAXES The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carryforward for tax purposes totaling approximately $98,293 at March 31, 2019, expiring through the year 2039. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts. During fiscal year 2019, the Company has not reviewed, if an ownership change has occurred, as of the statement date. If such a change has occurred, the new operation losses could be limited or eliminated. The table below summarizes the differences between the tax benefit computed at the statutory federal tax rate and the Company’s net income tax benefit for the years ended March 31: 2019 2018 Tax benefit computed at expected statutory rate $ (2,867 ) $ (10,343 ) State income taxes 2 22 Permanent differences: Share-based compensation 182 1,288 Goodwill impairment - 226 Change in fair value of derivative liabilities (664 ) (3,261 ) Temporary differences: Share-based compensation 546 2,289 Property and equipment (48 ) 399 Intangible assets 640 232 Other adjustments 42 (66 ) Increase in valuation allowance 2,169 9,214 Net income tax benefit $ - $ - The table below summarizes the differences between the statutory federal rate and the Company’s effective tax rate as follows for the years ended March 31: 2019 2018 Federal statutory rate (benefit) (21.0 )% (31.5 )% Temporary differences (3.5 )% (15.2 )% Permanent differences 8.6 % 24.8 % Change in valuation allowance 15.9 % 21.9 % Effective Tax Rate 0 % 0 % The Company has deferred tax assets which are summarized as follows at March 31: 2019 2018 Net operating loss carryover $ 23,327 $ 23,230 Depreciable and amortizable assets 1,761 1,168 Share-based compensation 3,586 2,858 Accrued liabilities 57 58 Inventory reserve - 3 Allowance for bad debts 120 13 Change in fair value of derivative liabilities (2,884 ) (1,956 ) Effect of reduction in tax rate - (994 ) Other 381 328 Less: valuation allowance (26,348 ) (24,708 ) Net deferred tax asset $ - $ - After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at March 31, 2019, due to the uncertainty of realizing the deferred income tax assets. The valuation was increased by approximately $1,640 as a result of $3,874 of differences relating to fiscal 2019 operations. The Company has not identified any uncertain tax positions and has not received any notices from tax authorities. On December 22, 2017, the Tax Cuts and Jobs Act, (the “TCJA”) was enacted. The TCJA includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate tax rate from 35% to 21%, for tax years beginning after December 31, 2017. The Company has recorded a full valuation allowance against its net deferred tax asset, and therefore, the tax effects of the of enactment of the TCJA as written did not result in a remeasurement of the Company’s net deferred tax asset. |
Concentrations
Concentrations | 12 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 16: CONCENTRATIONS Concentration of Credit Risk. Supplier Concentration. The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. |
Acquisition of 440labs
Acquisition of 440labs | 12 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION OF 440labs | NOTE 17: ACQUISITION OF 440labs On May 18, 2017, the Company entered into an exchange agreement (the "Exchange Agreement") with Zest Labs, 440labs, SphereIt, LLC, a Massachusetts limited liability company ("SphereIt") and three of 440labs' executive employees. Pursuant to the Exchange Agreement, on May 23, 2017 the Company acquired all of the shares of 440labs in exchange for 300 shares of the Company's common stock issued to SphereIt. 440labs' three executive employees signed employment agreements pursuant to which each of the three executive employees received 100 shares of the Company's common stock and became employed by Zest Labs. No cash was paid relating to the acquisition of 440labs. 440labs is a software development and information solutions provider for cloud, mobile, and IoT applications. 440labs' experienced leadership and engineering teams will augment Zest Labs' development of modern, enterprise scale solutions that robustly connect to distributed IoT deployments. 440labs blends onshore and offshore resources to optimize development and provide extended runtime operations coverage, critical to broad-based deployments. The Company acquired the assets and liabilities noted below in exchange for the 300 shares and accounted for the acquisition in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: Identifiable intangible assets $ 1,435 Goodwill 65 $ 1,500 The primary business of 440labs is providing development services to Zest Labs. In consolidation, the revenues of 440labs prior to the acquisition would have been eliminated against the expenses of Zest Labs that were paid to 440labs, resulting in an insignificant impact to the net losses of the Company. The goodwill is not expected to be deductible for tax purposes. The goodwill was tested for impairment and written off in the quarter ended March 31, 2018 along with the intangible asset related to one of the executive employees who resigned from the Company. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
FAIR VALUE MEASUREMENTS | NOTE 18: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – 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 in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of "Level 3" during the years ended March 31, 2019 and 2018. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the of the warrant derivative liabilities disclosed in Note 9 in accordance with ASC 815, Derivatives and Hedging The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of and for the year ended March 31: 2019 Level 1 Level 2 Level 3 Total Gains and (Losses) Warrant derivative liabilities - - $ 3,104 $ 3,160 2018 Warrant derivative liabilities - - $ 3,694 $ 9,316 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19: SUBSEQUENT EVENTS Subsequent to March 31, 2019, the Company has drawn an additional $905 on the credit facility described in Note 10. Gary Metzger, Lead Director, has advanced to the Company $328 under a note that bears 10% simple interest per annum and is payable July 30, 2020. The Company collected the remaining amounts due from Kal-Polymers Americas for the sale of the Sable assets. The Company acquired Trend Discovery Holdings, Inc., a fund management company on May 31, 2019. On July 12, 2019, the Company entered into an Exchange Agreement with investors (the “Investors”) that are the holders of warrants issued in the Company’s purchase agreements entered into on (i) March 14, 2018 (the “March Purchase Agreement” and such warrants, the “March Warrants”) and (ii) August 9, 2018 (the “August Purchase Agreement” and such warrants, the “August Warrants”, and the March Warrants and the August Warrants, collectively, the “Existing Securities”). The Investors are entitled to, with respect to the March Warrants and the August Warrants, due to the Agreement and Plan of Merger with Trend Discovery the Company entered into on May 31, 2019, an exchange for the March Warrants and August Warrants. As a result of a cashless exercise, the Company issued 4,277 shares of the Company’s common stock to the Investors. Upon the issuance of the 4,277 shares, warrants for 5,677 shares issued in the March Purchase Agreement and August Purchase Agreement were extinguished. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Ecoark Holdings and its direct and indirect subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. Ecoark Holdings is a holding company that holds 100% of Ecoark and Magnolia Solar. Ecoark holds 100% of Eco360, Pioneer Products (which owns 100% of Sable), Zest Labs and, until April 2017, Eco3d. As described further in Note 2, in March 2017 the Ecoark Holdings Board approved a plan to sell Eco3d, and the sale was completed in April 2017. Ecoark previously owned 65% of Eco3d and the remaining 35% interest was owned by executives of Eco3d until September 2016 when the executives’ 35% interest was acquired in exchange for 525 shares of Ecoark Holdings stock. In conjunction with the sale of Eco3d in April 2017, the 525 shares were reacquired by the Company and canceled. In May 2018 the Ecoark Holdings Board approved a plan to sell key assets of Pioneer (including the assets of Sable) and Magnolia Solar. Relevant assets and liabilities are classified as held for sale and operations as discontinued in the consolidated financial statements. See Note 2. The Company applies the guidance of Topic 810 Consolidation |
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” or the “SEC”). 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 fiscal 2018 consolidated financial statements to comply with the 2019 presentation. These principally relate to classification of certain revenues, cost of revenues and related segment data, as well as certain research and development expenses. Reclassifications relating to the discontinued operations of Eco3d, Pioneer, Sable and Magnolia are described further in Note 2. The Company reclassified certain items in inventory of Zest Labs to property and equipment to reflect the transition to the Software as a Service ("SaaS") model. The reclassifications had no impact on total net loss or net cash flows for the years ended March 31, 2019 and 2018. However, restatements described further in Note 3 did impact fiscal 2018 reported amounts. |
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 uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. |
Cash | Cash Cash consists of cash, demand deposits and money market funds with an original maturity of three months or less. The Company holds no cash equivalents as of March 31, 2019 and 2018, respectively. The Company maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. |
Inventory | Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined on average cost and at standard cost, which approximates average costs in accordance with ASC 330-10-30-12. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company establishes reserves for this purpose. As of March 31, 2018, the inventory of Sable has been included in assets held for sale as more fully described on Note 2. Effective April 1, 2017, the Company changed its inventory costing method at Sable from first-in first-out (“FIFO”) to average cost. FIFO costs approximated average cost. The change was made in conjunction with a system conversion that enabled the Company to move from a periodic to a perpetual inventory system. In accordance with ASC 250-10-45-11 through 45-13, management determined that the change was preferable because it provides better operational control and visibility into inventory levels and costs, and it facilitates cost analysis at a batch level that was not available previously. The effect of the change was not material to the Company’s consolidated financial statements for the period ended March 31, 2018. As of March 31, 2018, the inventory of Zest Labs consisting of tags, readers, antenna, etc. has been reclassified to property and equipment to reflect the use of the assets in the SaaS revenue model. |
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 two to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the term of the lease, which is shorter than the estimated useful life of the improvements. 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 Company has early adopted Accounting Standard Update ("ASU") 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment 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. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. The Company did consider it necessary to record impairment charges for equipment acquired as part of the Sable acquisition. As of March 31, 2019 and 2018, the property and equipment of Sable and Magnolia Solar have been reclassified as assets held for sale as more fully described in Note 2. Intangible assets with definite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets capitalized as of March 31, 2019 and 2018 represent the valuation of the Company-owned patents, outsourced vendor relationships and non-compete agreements. These intangible assets were being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents, three years for outsourced vendor relationships and two years for non-compete agreements. 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 tested the carrying value of its long-lived assets for recoverability during the year ended March 31, 2019, and impairments were recorded during this period. |
Advertising Expense | Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the years ended March 31, 2019 and 2018, which were nominal, 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. These costs include internal salaries and related costs and professional fees for activities related to development. These costs relate to the Zest Data Services platform, Zest Fresh and Zest Delivery. |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were filed . |
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 March 31, 2019 and 2018, were nominal and included in cost of product sales. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software as a service (“SaaS”) contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty-day payment terms from when the Company satisfies the performance obligation in the contract. In fiscal 2019, the Company did not have significant revenue from software license agreements. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Revenue Recognition – Discontinued Operations Product revenue for discontinued operations which is netted in loss from discontinued operations consists primarily of the sale of recycled plastics products by Pioneer and Sable. Contracts for products are for products held in inventory and typically are on thirty-day payment terms. Management’s evaluation of credit risk involves judgement and may include securing insurance coverage on the recoverability of the receivables. Revenues are recognized when obligations under the terms of a contract with the customer are satisfied and when control of the promised goods are transferred to the customer, typically when products are shipped to the customer. Expected costs of standard warranties and claims are recognized as expense. For discontinued operations of Magnolia Solar, services contracts include research contracts for the government. The contracts define delivery dates for which the performance obligation will be satisfied over time. Revenue is recognized over time based on the output method to measure the Company’s progress toward complete satisfaction of a performance obligation. |
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, credit insurance 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, however credit insurance is obtained for some customers. Past-due status is based on contractual terms. |
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes 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. |
Vacation and Paid-Time-Off Compensation | Vacation and Paid-Time-Off Compensation The Company follows ASC 710-10 Compensation – General |
Share-Based Compensation | Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation and has early adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company measures compensation expense for its non-employee share-based compensation under ASC 505-50 Equity-Based Payments to Non-Employees The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825 Financial Instruments |
Leases | Leases The Company follows ASC 840 Leases Leases |
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, so only basic weighted average number of common shares are used in the computations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company's financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. Applying this accounting policy resulted in restatements of prior periods as more fully described in Note 3. |
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 Segment Reporting. |
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 material related-party transactions (see Note 12). 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09 Revenue from Contracts with Customers Revenue from Contracts with Customers, Deferral of the Effective Date Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients In May 2017, the FASB issued ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Rounds and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02 and later updated with ASU 2019-01 in March 2019 Leases (Topic 842). r In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. 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 has experienced losses from operations resulting in an accumulated deficit of $115,886 since inception. The accumulated deficit as well as recurring losses of $13,650 and $32,836 for the years ended March 31, 2019 and 2018, respectively, cash used in operating activities in fiscal 2019 and 2018 were $9,040 and $17,643, respectively, and negative working capital of $5,045 as of March 31, 2019, have resulted in the uncertainty of the Company's ability 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 raised additional capital through the issuance of common stock (net of fees), in private placements, issuances under equity purchase agreements and sales of convertible notes of $4,221 and $12,693 in the year ended March 31, 2019 and 2018, respectively (see Note 13). In addition, the Company has secured a $10,000 credit facility (see Note 10), and it has effected a merger with Trend Discovery Holdings, Inc. on May 31, 2019 (see Note 19). The Company's ability to raise additional capital through future equity and debt securities issuances and funding from the credit facility and Trend Discovery is not assured. Obtaining additional financing and the successful development of the Company's strategic plan to achieve profitability 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. As more fully described in Note 3, in connection with the preparation of the Company's consolidated financial statements as of and for the fiscal ended March 31, 2019, the Company identified inadvertent errors in the accounting for certain embedded derivative liabilities associated with warrants issued as a part of capital raises in 2017 and 2018. In connection with those capital raises, proceeds (net of fees) were accounted for as equity. Upon further evaluation, the Company determined that a portion of the capital raised should have been accounted for as liabilities with fair value changes recorded in the Company's consolidated statements of operations. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations of consolidated balance sheets | 2019 2018 Inventory $ - $ 611 Other current assets 23 34 Current assets – held for sale $ 23 $ 645 Property and equipment, net $ - $ 995 Other assets - 28 Non-current assets – held for sale $ - $ 1,023 Accounts payable $ 23 $ 30 Accrued liabilities 11 13 Current liabilities – held for sale $ 34 $ 43 |
Schedule of loss from discontinued operations in the condensed consolidated statements | 2019 2018 Revenue $ 9,883 $ 9,541 Cost of revenue 10,515 10,567 Gross (loss) (632 ) (1,026 ) Operating expenses 1,668 3,155 Loss from discontinued operations $ (2,300 ) $ (4,181 ) Non-cash expenses $ 452 $ 2,223 |
Restatements (Tables)
Restatements (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Restatement [Abstract] | |
Schedule of restated consolidated balance sheets and consolidated statements of operations and cashflows | (Dollars in thousands, except per share data) March 31, Restatement March 31, 2018 Adjustment 2018 As Reported As Restated ASSETS CURRENT ASSETS Cash ($265 pledged as collateral for credit) $ 3,730 $ - $ 3,730 Accounts receivable, net of allowance of $87 2,617 - 2,617 Prepaid expenses and other current assets 242 - 242 Current assets held for sale 645 - 645 Total current assets 7,234 - 7,234 NON-CURRENT ASSETS Property and equipment, net 2,619 - 2,619 Intangible assets, net 1,545 - 1,545 Non-current assets held for sale 1,023 - 1,023 Other assets 26 - 26 Total non-current assets 5,213 - 5,213 TOTAL ASSETS $ 12,447 - $ 12,447 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 2,350 $ - $ 2,350 Accrued liabilities 1,080 - 1,080 Derivative liabilities - 3,694 3,694 Current portion of long-term debt 500 - 500 Current liabilities held for sale 43 - 43 Total current liabilities 3,973 3,694 7,667 NON-CURRENT LIABILITIES Long-term debt, net of current portion - - - Long-term debt, net of current portion - related party - - - COMMITMENTS AND CONTINGENCIES Total liabilities 3,973 3,694 7,667 STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) Preferred stock, $0.001 par value; 5,000 shares authorized; none issued - - - Common stock, $0.001 par value; 100,000 shares authorized, 49,468 shares issued and 48,923 shares outstanding as of March 31, 2018 49 - 49 Additional paid-in-capital 122,424 (13,839 ) 108,585 Accumulated deficit (112,381 ) 10,145 (102,236 ) Treasury stock, at cost (1,618 ) - (1,618 ) Total stockholders' equity (deficit) 8,474 (3,694 ) 4,780 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 12,447 - $ 12,447 Year Ended Year Ended March 31, Restatement March 31, 2018 Adjustment 2018 As As CONTINUING OPERATIONS: REVENUES $ 558 $ - $ 558 COST OF REVENUES 243 - 243 GROSS PROFIT (LOSS) 315 - 315 OPERATING EXPENSES: Salaries and salary related costs, including share-based compensation 25,962 - 25,962 Professional fees and consulting, including share-based compensation 4,812 - 4,812 Selling, general and administrative 1,677 - 1,677 Depreciation, amortization, and impairment 818 - 818 Research and development 5,576 - 5,576 Total operating expenses 38,845 - 38,845 Loss from continuing operations before other expenses (38,530 ) - (38,530 ) OTHER EXPENSE: Change in fair value of derivative liabilities - 9,316 9,316 Interest expense, net of interest income (55 ) - (55 ) Total other expenses (55 ) 9,316 9,261 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (38,585 ) 9,316 (29,269 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations (4,181 ) - (4,181 ) Gain on disposal of discontinued operations 636 - 636 Total discontinued operations (3,545 ) - (3,545 ) PROVISION FOR INCOME TAXES 22 - 22 NET LOSS (42,152 ) 9,316 (32,836 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (42,152 ) $ 9,316 $ (32,836 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.85 ) $ (0.21 ) $ (0.64 ) Discontinued operations $ (0.08 ) - $ (0.08 ) Total $ (0.93 ) $ 0.21 $ (0.72 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 45,500 45,500 Year Ended Restatement Year Ended 2018 Adjustment 2018 As Reported As Restated Cash flows from operating activities: Net loss attributable to controlling interest $ (42,152 ) $ 9,316 $ (32,836 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 3,041 - 3,041 Shares of common stock issued for services rendered 2,860 - 2,860 Share-based compensation – stock - employees 20,592 - 20,592 Share-based compensation due to employment agreements 1,500 - 1,500 Change in value of derivative liabilities (9,316 ) (9,316 ) (Income) loss from discontinued operations 4,181 4,181 Gain on sale of discontinued operations (636 ) - (636 ) Loss on retirement of assets 61 - 61 Changes in assets and liabilities: Accounts receivable (1,060 ) - (1,060 ) Inventory (983 ) - (983 ) Prepaid expenses 90 - 90 Other current assets (56 ) - (56 ) Other assets 6 - 6 Accounts payable 634 - 634 Accrued liabilities (1,691 ) - (1,691 ) Net cash used in operating activities of continuing operations (13,613 ) - 13,613 ) Net cash used in discontinued operations (4,030 ) - (4,030 ) Net cash used in operating activities (17,643 ) - (17,643 ) Cash flows from investing activities: Proceeds from sale of Eco3d 2,029 - 2,029 Purchases of short-term investments (1,001 ) - (1,001 ) Redemption of short-term investments 1,001 - 1,001 Purchases of property and equipment (277 ) - (277 ) Net cash provided by (used in) investing activities 1,752 - 1,752 Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 12,693 - 12,693 Purchase of treasury shares from employees (1,618 ) - (1,618 ) Repayments of debt - related parties (100 ) - (100 ) Net cash provided by financing activities 10,975 - 10,975 NET INCREASE (DECREASE) IN CASH (4,916 ) - (4,916 ) Cash - beginning of period 8,646 - 8,646 Cash - end of period $ 3,730 $ - $ 3,730 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 60 $ - $ 60 Cash paid for income taxes $ - $ - $ - SUMMARY OF NONCASH ACTIVITIES: Inventory reclassified to property and equipment $ 2,477 $ - $ 2,477 Assets and liabilities acquired via acquisition of companies: Identifiable intangible assets $ 1,435 $ - $ 1,435 Goodwill $ 65 $ - $ 65 Other assets $ 28 $ - $ 28 Preferred Common Additional Accumulated Treasury Shares Amount Shares Amount Capital Deficit Stock Total Balances at April 1, 2017 (Restated) - $ - 42,330 $ 42 $ 80,845 $ (69,400 ) $ - $ 11,487 Shares issued for cash in private placement, net of expenses (Restated) - - 5,000 5 3,029 - - 3,034 Share-based compensation – stock – Board of Directors - - 201 - 550 - - 550 Share-based compensation – stock – services rendered - - 65 - 596 - - 596 Share-based compensation – stock – employees - - 1,783 2 20,590 - - 20,592 Purchase shares from employees in lieu of taxes - - - - - - (1,618 ) (1,618 ) Stock issued to purchase 440 Labs - - 300 - 1,500 - - 1,500 Share-based compensation due to employment agreements - - 300 - 1,500 - - 1,500 Warrant conversion – cashless - - 49 - - - - - Sale of Eco3d, shares received and cancelled - - (560 ) - (25 ) - - (25 ) Net loss for the period (Restated) - - - - - (32,836 ) - (32,836 ) Balances at March 31, 2018 (Restated) - - 49,468 49 108,585 (102,236 ) (1,618 ) 4,780 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | 2019 2018 Revenue: Walmart $ 1,000 $ 500 Software as a Service (“SaaS”) 62 57 Hardware Sales - 1 $ 1,062 $ 558 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | 2019 2018 Zest Labs freshness hardware $ 2,493 $ 2,477 Computers and software costs 222 400 Machinery and equipment 200 211 Furniture and fixtures - 89 Leasehold improvements - 4 Total property and equipment 2,915 3,181 Accumulated depreciation and impairment (2,091 ) (562 ) Property and equipment, net $ 824 $ 2,619 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | 2019 2018 Patents $ 1,013 $ 1,013 Customer lists - - Outsourced vendor relationships 340 340 Non-compete agreements 1,017 1,017 Goodwill - - Total intangible assets 2,370 2370 Accumulated amortization and impairment (2,370 ) (825 ) Intangible assets, net $ - $ 1,545 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Summary of accrued liabilities | 2019 2018 Professional fees and consulting costs $ 150 $ 325 Vacation and paid time off 345 278 Legal fees 108 100 Payroll and employee expenses 50 75 Hardware in transit - 26 Other 175 276 Total $ 828 $ 1,080 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of warrant derivative liabilities | March 31, 2019 March 31, 2018 Inception Fair value of 1,000 March 17, 2017 warrants $ 256 $ 537 $ 4,609 Fair value of 1,850 May 22, 2017 warrants 505 1,001 7,772 Fair value of 2,565 March 16, 2018 warrants 1,040 2,156 3,023 Fair value of 2,969 August 14, 2018 warrants 1,303 - 2,892 $ 3,104 $ 3,694 $ 18,296 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | 2019 2018 Secured convertible promissory note $ - $ 500 Less: current portion - (500 ) Long-term debt, net of current portion $ - $ - |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Schedule of share-based compensation expense | 2013 Incentive Stock Plan 2017 Omnibus Incentive Plan Non-Qualified Stock Options Common Stock Warrants Total 2019 Directors $ - $ 400 $ - $ - $ - $ 400 Employees 270 356 2,066 - - 2,692 Services - (14 ) - - - (14 ) $ 270 $ 742 $ 2,066 $ - $ - $ 3,078 2018 Directors $ - $ 550 $ - $ - $ - $ 550 Employees 16,701 2,707 1,184 1,500 - 22,092 Services 181 307 - - 108 596 Services prepaid expense 1,714 - - - - 1,714 $ 18,596 $ 3,564 1,184 $ 1,500 $ 108 $ 24,952 |
Schedule of changes in warrants | 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 10,577 $ 4.37 5,789 $ 5.09 Granted 3,177 $ 2.00 4,888 $ 3.47 Exercised Cashless - (49 ) Forfeited - (51 ) Expired (4,547 ) $ 5.17 - Ending balance 9,206 $ 2.12 10,577 $ 4.37 Intrinsic value of warrants $ - Weighted Average Remaining Contractual Life (Years) 3.0 2.5 |
Schedule of additional information regrading RSU | 2019 2018 Total market value of shares/units vested $ - $ - Share-based compensation expense for RSUs $ (254 ) $ 609 Total tax benefit related to RSU share-based compensation expense $ - $ - Cash tax benefits realized for tax deductions for RSUs $ - $ - |
Two Thousand Thirteen Option Plan [Member] | |
Schedule of changes in stock options | 2019 2018 Number Weighted Number Weighted Average Exercise Price Beginning balance - 884 $ 2.50 Granted - - Exercised - - Expired - (884 ) $ 2.50 Forfeited - - Ending balance - $ - - $ - Intrinsic value of Options $ - Weighted Average Remaining Contractual Life (Years) - - |
Two Thousand Thirteen Stock Incentive Plan [Member] | |
Schedule of changes in stock options | 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 2,563 $ 2.52 - Granted - - Options granted in exchange for shares - 2,563 $ 2.52 Exercised - - Expired - - Forfeited (210 ) - Ending balance 2,353 $ 2.52 2,563 $ 2.52 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 8.6 9.6 |
Schedule of reconciliation of shares | 2019 2018 Beginning available 235 11 Shares modified to options - 2,493 Options in exchange for shares - (2,563 ) Shares forfeited 219 294 Ending available 454 235 Vested stock awards 2,353 4,799 Beginning number of shares issued 2,585 1,000 Issued 96 1,585 Cancelled - - Ending number of shares issued 2,681 2,585 |
Two Thousand Seventeen Omnibus Incentive Plan [Member] | |
Schedule of changes in stock options | 2019 2018 Number Weighted Average Exercise Price Number Weighted Beginning balance 1,374 $ 2.76 - Granted 1,034 $ 0.93 911 $ 2.44 Shares modified to options - - 663 $ 3.00 Exercised - - Expired - (8 ) Forfeited (538 ) (192 ) Ending balance 1,870 $ 1.54 1,374 $ 2.76 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 9.2 9.5 |
Schedule of activity for performance based grants | 2019 2018 Number Weighted Number Weighted Beginning balance - - Granted - 135 $ 3.36 Exercised - - Expired - - Forfeited - (135 ) $ 3.36 Ending balance - $ - - $ - Weighted Average Remaining Contractual Life (Years) - - |
Schedule of activity for performance based grants one | 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 50 $ 2.60 - Granted - 1,381 $ 3.30 Issued (25 ) (465 ) Expired - - Forfeited (25 ) (341 ) Options granted in exchange - (525 ) Ending balance - $ - 50 $ 2.60 Weighted Average Remaining Contractual Life (Years) - 9.3 |
Schedule of reconciliation of shares | 2019 2018 Beginning available 2,111 4,000 Shares granted (1,034 ) (2,427 ) Shares modified to options - 525 Options in exchange for shares (- ) (663 ) Shares expired - 8 Shares forfeited 538 668 Ending available 1,615 2,111 Vested stock awards 905 1,066 Beginning number of shares issued 465 - Issued 25 465 Cancelled - - Ending number of shares issued 490 465 |
Service Based Grants [Member] | |
Schedule of changes in stock options | 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 105 $ 4.90 1,983 $ 4.90 Granted - Issued (96 ) (1,585 ) Expired - - Forfeited (9 ) (293 ) Options granted in exchange for shares - Ending balance - $ - 105 $ 4.90 Weighted Average Remaining Contractual Life (Years) - 0.8 |
Non Qualified Stock Option [Member] | |
Schedule of non-qualified stock options | 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Beginning balance 2,909 $ 2.60 - Granted 7 $ 0.98 2,909 $ 2.60 Exercised - - Expired - - Forfeited - - Ending balance 2,916 $ 2.60 2,909 $ 2.60 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 8.5 9.5 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rental expenses for operating lease | 2019 2018 Continuing operations $ 242 $ 346 Discontinued operations 96 25 Total $ 338 $ 371 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of net income tax benefit | 2019 2018 Tax benefit computed at expected statutory rate $ (2,867 ) $ (10,343 ) State income taxes 2 22 Permanent differences: Share-based compensation 182 1,288 Goodwill impairment - 226 Change in fair value of derivative liabilities (664 ) (3,261 ) Temporary differences: Share-based compensation 546 2,289 Property and equipment (48 ) 399 Intangible assets 640 232 Other adjustments 42 (66 ) Increase in valuation allowance 2,169 9,214 Net income tax benefit $ - $ - |
Schedule of differences between statutory federal rate and effective tax rate | 2019 2018 Federal statutory rate (benefit) (21.0 )% (31.5 )% Temporary differences (3.5 )% (15.2 )% Permanent differences 8.6 % 24.8 % Change in valuation allowance 15.9 % 21.9 % Effective Tax Rate 0 % 0 % |
Schedule of deferred tax assets | 2019 2018 Net operating loss carryover $ 23,327 $ 23,230 Depreciable and amortizable assets 1,761 1,168 Share-based compensation 3,586 2,858 Accrued liabilities 57 58 Inventory reserve - 3 Allowance for bad debts 120 13 Change in fair value of derivative liabilities (2,884 ) (1,956 ) Effect of reduction in tax rate - (994 ) Other 381 328 Less: valuation allowance (26,348 ) (24,708 ) Net deferred tax asset $ - $ - |
Acquisition of 440labs (Tables)
Acquisition of 440labs (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of fair values at effective date of acquisition the purchase price | Identifiable intangible assets $ 1,435 Goodwill 65 $ 1,500 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | 2019 Level 1 Level 2 Level 3 Total Gains and (Losses) Warrant derivative liabilities - - $ 3,104 $ 3,160 2018 Warrant derivative liabilities - - $ 3,694 $ 9,316 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Apr. 14, 2017 | Apr. 14, 2017 | Apr. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 28, 2018 | Dec. 31, 2016 |
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Net loss | $ (13,650) | $ (32,836) | |||||||
Accumulated deficit | $ (115,886) | (115,886) | (102,236) | ||||||
Cash used in operating activities | (9,040) | (17,643) | |||||||
Additional capital, net of expenses | 12,693 | 4,221 | $ 12,693 | ||||||
Working capital | 5,045 | 5,045 | |||||||
Line of credit facility | $ 905 | $ 905 | |||||||
Additional operating liabilities, description | The Company currently expects to recognize additional operating liabilities of approximately $121, with corresponding right of use assets of $112 based on the present value of the remaining minimum rental payments under leasing standards for existing operating leases. | ||||||||
Eco 3d LLC [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Percentage of non-controlling interest | 35.00% | 35.00% | 35.00% | 35.00% | |||||
Eco 3d LLC [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Percentage of non-controlling interest | 35.00% | ||||||||
Loan And Security Agreement [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Line of credit facility | $ 10,000 | ||||||||
Executive Officer [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Shares received from Eco3d | 525 | ||||||||
Eco3d, LLC [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Ownership percentage of the company | 65.00% | 65.00% | |||||||
Percentage of non-controlling interest, description | Eco3d was formed by Ecoark in November 2013 and Ecoark owned 65% of the LLC. The remaining 35% was reflected as non-controlling interest | ||||||||
Shares received from Eco3d | 560 | ||||||||
Reacquired shares canceled | 525 | ||||||||
Shares issued under equity purchase agreement, net of expenses, shares | 525 | ||||||||
Sable Polymer Solutions Llc [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Ownership percentage of the company | 100.00% | 100.00% | |||||||
Ecoark and Magnolia solar [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Ownership percentage of the company | 100.00% | 100.00% | |||||||
Eco3d, LLC [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Ownership percentage of the company | 100.00% | 100.00% | |||||||
Zest Labs, Inc. [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Ownership percentage of the company | 100.00% | 100.00% | |||||||
Ecoark Holdings, Inc. [Member] | |||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||
Shares issued under equity purchase agreement, net of expenses, shares | 525 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Inventory | $ 611 | |
Other current assets | 23 | 34 |
Current assets - held for sale | 23 | 645 |
Property and equipment, net | 995 | |
Other assets | 28 | |
Non-current assets - held for sale | 1,023 | |
Accounts payable | 23 | 30 |
Accrued liabilities | 11 | 13 |
Current liabilities - held for sale | $ 34 | $ 43 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 9,883 | $ 9,541 |
Cost of revenue | 10,515 | 10,567 |
Gross (loss) | (632) | (1,026) |
Operating expenses | 1,668 | 3,155 |
Loss from discontinued operations | (2,300) | (4,181) |
Non-cash expenses | $ 452 | $ 2,223 |
Discontinued Operations (Deta_3
Discontinued Operations (Details Textual) - USD ($) $ in Thousands | May 07, 2017 | Apr. 14, 2017 | Sep. 30, 2016 | Mar. 31, 2019 | Mar. 31, 2018 |
Discontinued Operations (Textual) | |||||
Cash received | $ 825 | $ 2,029 | |||
Gain on sale of discontinued operations | 57 | 636 | |||
Capital expenditures of discontinued operations | $ 268 | $ 253 | |||
Eco3d [Member] | |||||
Discontinued Operations (Textual) | |||||
Cash received | $ 2,029 | ||||
Shares received from Eco3d | 560 | ||||
Shares issued in exchange for noncontrolling interest | 525 | ||||
Gain on sale of discontinued operations | $ 636 |
Restatements (Details)
Restatements (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 |
CURRENT ASSETS | |||
Accounts receivable, net of allowance of $87 | $ 520 | $ 2,617 | |
Prepaid expenses and other current assets | 900 | 242 | |
Current assets held for sale | 23 | 645 | |
Total current assets | 1,687 | 7,234 | |
NON-CURRENT ASSETS | |||
Property and equipment, net | 824 | 2,619 | |
Intangible assets, net | 1,545 | ||
Non-current assets held for sale - (Note 2) | 1,023 | ||
Other assets | 27 | 26 | |
Total non-current assets | 851 | 5,213 | |
TOTAL ASSETS | 2,538 | 12,447 | |
CURRENT LIABILITIES | |||
Accounts payable | 1,416 | 2,350 | |
Accrued liabilities | 828 | 1,080 | |
Derivative liabilities | 3,104 | 3,694 | |
Current portion of long-term debt | 500 | ||
Current liabilities held for sale - | 34 | 43 | |
Total current liabilities | 6,732 | 7,667 | |
NON-CURRENT LIABILITIES | |||
COMMITMENTS AND CONTINGENCIES | |||
Total liabilities | 6,732 | 7,667 | |
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | |||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | |||
Common stock, $0.001 par value; 100,000 shares authorized, 52,571 shares issued and 51,986 shares outstanding as of March 31, 2019 and 49,468 shares issued and 48,923 outstanding as of March 31, 2018 | 53 | 49 | |
Additional paid-in-capital | 113,310 | 108,585 | |
Accumulated deficit | (115,886) | (102,236) | |
Treasury stock, at cost | (1,671) | (1,618) | |
Total stockholders' equity (deficit) | (4,194) | 4,780 | $ 11,487 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 2,538 | 12,447 | |
As Reported [Member] | |||
CURRENT ASSETS | |||
Cash ($265 pledged as collateral for credit) | 3,730 | ||
Accounts receivable, net of allowance of $87 | 2,617 | ||
Prepaid expenses and other current assets | 242 | ||
Current assets held for sale | 645 | ||
Total current assets | 7,234 | ||
NON-CURRENT ASSETS | |||
Property and equipment, net | 2,619 | ||
Intangible assets, net | 1,545 | ||
Non-current assets held for sale - (Note 2) | 1,023 | ||
Other assets | 26 | ||
Total non-current assets | 5,213 | ||
TOTAL ASSETS | 12,447 | ||
CURRENT LIABILITIES | |||
Accounts payable | 2,350 | ||
Accrued liabilities | 1,080 | ||
Derivative liabilities | |||
Current portion of long-term debt | 500 | ||
Current liabilities held for sale - | 43 | ||
Total current liabilities | 3,973 | ||
NON-CURRENT LIABILITIES | |||
Long-term debt, net of current portion | |||
Long-term debt, net of current portion - related party | |||
COMMITMENTS AND CONTINGENCIES | |||
Total liabilities | 3,973 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | |||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | |||
Common stock, $0.001 par value; 100,000 shares authorized, 52,571 shares issued and 51,986 shares outstanding as of March 31, 2019 and 49,468 shares issued and 48,923 outstanding as of March 31, 2018 | 49 | ||
Additional paid-in-capital | 122,424 | ||
Accumulated deficit | (112,381) | ||
Treasury stock, at cost | (1,618) | ||
Total stockholders' equity (deficit) | 8,474 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 12,447 | ||
Restatement Adjustment [Member] | |||
CURRENT ASSETS | |||
Cash ($265 pledged as collateral for credit) | |||
Accounts receivable, net of allowance of $87 | |||
Prepaid expenses and other current assets | |||
Current assets held for sale | |||
Total current assets | |||
NON-CURRENT ASSETS | |||
Property and equipment, net | |||
Intangible assets, net | |||
Non-current assets held for sale - (Note 2) | |||
Other assets | |||
Total non-current assets | |||
TOTAL ASSETS | |||
CURRENT LIABILITIES | |||
Accounts payable | |||
Accrued liabilities | |||
Derivative liabilities | 3,694 | ||
Current portion of long-term debt | |||
Current liabilities held for sale - | |||
Total current liabilities | 3,694 | ||
NON-CURRENT LIABILITIES | |||
Long-term debt, net of current portion | |||
Long-term debt, net of current portion - related party | |||
COMMITMENTS AND CONTINGENCIES | |||
Total liabilities | 3,694 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | |||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | |||
Common stock, $0.001 par value; 100,000 shares authorized, 52,571 shares issued and 51,986 shares outstanding as of March 31, 2019 and 49,468 shares issued and 48,923 outstanding as of March 31, 2018 | |||
Additional paid-in-capital | (13,839) | ||
Accumulated deficit | 10,145 | ||
Treasury stock, at cost | |||
Total stockholders' equity (deficit) | (3,694) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||
As Restated [Member] | |||
CURRENT ASSETS | |||
Cash ($265 pledged as collateral for credit) | 3,730 | ||
Accounts receivable, net of allowance of $87 | 2,617 | ||
Prepaid expenses and other current assets | 242 | ||
Current assets held for sale | 645 | ||
Total current assets | 7,234 | ||
NON-CURRENT ASSETS | |||
Property and equipment, net | 2,619 | ||
Intangible assets, net | 1,545 | ||
Non-current assets held for sale - (Note 2) | 1,023 | ||
Other assets | 26 | ||
Total non-current assets | 5,213 | ||
TOTAL ASSETS | 12,447 | ||
CURRENT LIABILITIES | |||
Accounts payable | 2,350 | ||
Accrued liabilities | 1,080 | ||
Derivative liabilities | 3,694 | ||
Current portion of long-term debt | 500 | ||
Current liabilities held for sale - | 43 | ||
Total current liabilities | 7,667 | ||
NON-CURRENT LIABILITIES | |||
Total liabilities | 7,667 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | |||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | |||
Common stock, $0.001 par value; 100,000 shares authorized, 52,571 shares issued and 51,986 shares outstanding as of March 31, 2019 and 49,468 shares issued and 48,923 outstanding as of March 31, 2018 | 49 | ||
Additional paid-in-capital | 108,585 | ||
Accumulated deficit | (102,236) | ||
Treasury stock, at cost | (1,618) | ||
Total stockholders' equity (deficit) | 4,780 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 12,447 |
Restatements (Details 1)
Restatements (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONTINUING OPERATIONS: | ||
REVENUES | $ 1,062 | $ 558 |
COST OF REVENUES | 699 | 243 |
GROSS PROFIT (LOSS) | 363 | 315 |
OPERATING EXPENSES: | ||
Salaries and salary related costs, including share-based compensation | 4,848 | 25,962 |
Professional fees and consulting, including share-based compensation | 1,315 | 4,812 |
Selling, general and administrative | 1,671 | 1,677 |
Depreciation, amortization, and impairment | 3,357 | 818 |
Research and development | 3,320 | 5,576 |
Total operating expenses | 14,511 | 38,845 |
Loss from continuing operations before other expenses | (14,148) | (38,530) |
OTHER EXPENSE: | ||
Change in fair value of derivative liabilities | 3,160 | 9,316 |
Interest expense, net of interest income | (417) | (55) |
Total other expenses | 2,743 | 9,261 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (11,405) | (29,269) |
DISCONTINUED OPERATIONS: | ||
Income (loss) from discontinued operations | (2,300) | (4,181) |
Gain on disposal of discontinued operations | 57 | 636 |
Total discontinued operations | (2,243) | (3,545) |
PROVISION FOR INCOME TAXES | (2) | (22) |
NET LOSS | (13,650) | (32,836) |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (13,650) | $ (32,836) |
NET LOSS PER SHARE | ||
Basic and diluted: Continuing operations | $ (0.23) | $ (0.64) |
Discontinued operations | (0.04) | (0.08) |
Total | $ (0.27) | $ (0.72) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||
Basic and diluted | 51,010 | 45,500 |
As Reported [Member] | ||
CONTINUING OPERATIONS: | ||
REVENUES | $ 558 | |
COST OF REVENUES | 243 | |
GROSS PROFIT (LOSS) | 315 | |
OPERATING EXPENSES: | ||
Salaries and salary related costs, including share-based compensation | 25,962 | |
Professional fees and consulting, including share-based compensation | 4,812 | |
Selling, general and administrative | 1,677 | |
Depreciation, amortization, and impairment | 818 | |
Research and development | 5,576 | |
Total operating expenses | 38,845 | |
Loss from continuing operations before other expenses | (38,530) | |
OTHER EXPENSE: | ||
Change in fair value of derivative liabilities | ||
Interest expense, net of interest income | (55) | |
Total other expenses | (55) | |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (38,585) | |
DISCONTINUED OPERATIONS: | ||
Income (loss) from discontinued operations | (4,181) | |
Gain on disposal of discontinued operations | 636 | |
Total discontinued operations | (3,545) | |
PROVISION FOR INCOME TAXES | 22 | |
NET LOSS | (42,152) | |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (42,152) | |
NET LOSS PER SHARE | ||
Basic and diluted: Continuing operations | $ (0.85) | |
Discontinued operations | (0.08) | |
Total | $ (0.93) | |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||
Basic and diluted | 45,500 | |
Restatement Adjustment [Member] | ||
OTHER EXPENSE: | ||
Change in fair value of derivative liabilities | $ 9,316 | |
Total other expenses | 9,316 | |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 9,316 | |
DISCONTINUED OPERATIONS: | ||
Gain on disposal of discontinued operations | ||
PROVISION FOR INCOME TAXES | ||
NET LOSS | 9,316 | |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ 9,316 | |
NET LOSS PER SHARE | ||
Basic and diluted: Continuing operations | $ (0.21) | |
Total | $ 0.21 | |
As Restated [Member] | ||
CONTINUING OPERATIONS: | ||
REVENUES | $ 558 | |
COST OF REVENUES | 243 | |
GROSS PROFIT (LOSS) | 315 | |
OPERATING EXPENSES: | ||
Salaries and salary related costs, including share-based compensation | 25,962 | |
Professional fees and consulting, including share-based compensation | 4,812 | |
Selling, general and administrative | 1,677 | |
Depreciation, amortization, and impairment | 818 | |
Research and development | 5,576 | |
Total operating expenses | 38,845 | |
Loss from continuing operations before other expenses | (38,530) | |
OTHER EXPENSE: | ||
Change in fair value of derivative liabilities | 9,316 | |
Interest expense, net of interest income | (55) | |
Total other expenses | 9,261 | |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (29,269) | |
DISCONTINUED OPERATIONS: | ||
Income (loss) from discontinued operations | (4,181) | |
Gain on disposal of discontinued operations | 636 | |
Total discontinued operations | (3,545) | |
PROVISION FOR INCOME TAXES | 22 | |
NET LOSS | (32,836) | |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (32,836) | |
NET LOSS PER SHARE | ||
Basic and diluted: Continuing operations | $ (0.64) | |
Discontinued operations | (0.08) | |
Total | $ (0.72) | |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||
Basic and diluted | 45,500 |
Restatements (Details 2)
Restatements (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss attributable to controlling interest | $ (13,650) | $ (32,836) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 3,357 | 3,041 |
Shares of common stock issued for services rendered | 400 | 2,860 |
Share-based compensation – stock - employees | 2,673 | 20,592 |
Share-based compensation due to employment agreements | 1,500 | |
Gain on sale of discontinued operations | (57) | (636) |
Loss on retirement of assets | 5 | 61 |
Changes in assets and liabilities: | ||
Accounts receivable | 1,611 | (1,060) |
Inventory | (983) | |
Prepaid expenses | (36) | 34 |
Other assets | (26) | 6 |
Accounts payable | (934) | 634 |
Accrued liabilities | 291 | (1,691) |
Net cash used in operating activities of continuing operations | (7,192) | (13,613) |
Net cash used in discontinued operations | (1,848) | (4,030) |
Net cash used in operating activities | (9,040) | (17,643) |
Cash flows from investing activities: | ||
Proceeds from sale of Eco3d | 825 | 2,029 |
Purchases of short-term investments | (1,001) | |
Redemption of short-term investments | 1,001 | |
Purchases of property and equipment | (289) | (277) |
Net cash provided by (used in) investing activities | 536 | 1,752 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of fees | 4,221 | 12,693 |
Purchase of treasury shares from employees | (53) | (1,618) |
Repayments of debt - related parties | (100) | |
Net cash provided by financing activities | 5,018 | 10,975 |
NET INCREASE (DECREASE) IN CASH | (3,486) | (4,916) |
Cash - beginning of period | 3,730 | 8,646 |
Cash - end of period | 244 | 3,730 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 382 | 60 |
Cash paid for income taxes | 2 | |
SUMMARY OF NONCASH ACTIVITIES: | ||
Inventory reclassified to property and equipment | 2,477 | |
Assets and liabilities acquired via acquisition of companies: | ||
Identifiable intangible assets | 1,435 | |
Goodwill | 65 | |
Other assets | 28 | |
As Reported [Member] | ||
Cash flows from operating activities: | ||
Net loss attributable to controlling interest | (42,152) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 3,041 | |
Shares of common stock issued for services rendered | 2,860 | |
Share-based compensation – stock - employees | 20,592 | |
Share-based compensation due to employment agreements | 1,500 | |
(Income) loss from discontinued operations | 4,181 | |
Gain on sale of discontinued operations | (636) | |
Loss on retirement of assets | 61 | |
Changes in assets and liabilities: | ||
Accounts receivable | (1,060) | |
Inventory | (983) | |
Prepaid expenses | 90 | |
Other current assets | (56) | |
Other assets | 6 | |
Accounts payable | 634 | |
Accrued liabilities | (1,691) | |
Net cash used in operating activities of continuing operations | (13,613) | |
Net cash used in discontinued operations | (4,030) | |
Net cash used in operating activities | (17,643) | |
Cash flows from investing activities: | ||
Proceeds from sale of Eco3d | 2,029 | |
Purchases of short-term investments | (1,001) | |
Redemption of short-term investments | 1,001 | |
Purchases of property and equipment | (277) | |
Net cash provided by (used in) investing activities | 1,752 | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of fees | 12,693 | |
Purchase of treasury shares from employees | (1,618) | |
Repayments of debt - related parties | (100) | |
Net cash provided by financing activities | 10,975 | |
NET INCREASE (DECREASE) IN CASH | (4,916) | |
Cash - beginning of period | 3,730 | 8,646 |
Cash - end of period | 3,730 | |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 60 | |
Cash paid for income taxes | ||
SUMMARY OF NONCASH ACTIVITIES: | ||
Inventory reclassified to property and equipment | 2,477 | |
Assets and liabilities acquired via acquisition of companies: | ||
Identifiable intangible assets | 1,435 | |
Goodwill | 65 | |
Other assets | 28 | |
Restatement Adjustment [Member] | ||
Cash flows from operating activities: | ||
Net loss attributable to controlling interest | 9,316 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation due to employment agreements | ||
Change in fair value of derivative liabilities | (9,316) | |
Changes in assets and liabilities: | ||
Net cash used in operating activities of continuing operations | ||
Net cash used in operating activities | ||
Cash flows from investing activities: | ||
Proceeds from sale of Eco3d | ||
Net cash provided by (used in) investing activities | ||
Cash flows from financing activities: | ||
Purchase of treasury shares from employees | ||
Net cash provided by financing activities | ||
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for income taxes | ||
SUMMARY OF NONCASH ACTIVITIES: | ||
Inventory reclassified to property and equipment | ||
Assets and liabilities acquired via acquisition of companies: | ||
Identifiable intangible assets | ||
Goodwill | ||
Other assets | ||
As Restated [Member] | ||
Cash flows from operating activities: | ||
Net loss attributable to controlling interest | (32,836) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 3,041 | |
Shares of common stock issued for services rendered | 2,860 | |
Share-based compensation – stock - employees | 20,592 | |
Share-based compensation due to employment agreements | 1,500 | |
Change in fair value of derivative liabilities | (9,316) | |
(Income) loss from discontinued operations | 4,181 | |
Gain on sale of discontinued operations | (636) | |
Loss on retirement of assets | 61 | |
Changes in assets and liabilities: | ||
Accounts receivable | (1,060) | |
Inventory | (983) | |
Prepaid expenses | 90 | |
Other current assets | (56) | |
Other assets | 6 | |
Accounts payable | 634 | |
Accrued liabilities | (1,691) | |
Net cash used in operating activities of continuing operations | 13,613 | |
Net cash used in discontinued operations | (4,030) | |
Net cash used in operating activities | (17,643) | |
Cash flows from investing activities: | ||
Proceeds from sale of Eco3d | 2,029 | |
Purchases of short-term investments | (1,001) | |
Redemption of short-term investments | 1,001 | |
Purchases of property and equipment | (277) | |
Net cash provided by (used in) investing activities | 1,752 | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of fees | 12,693 | |
Purchase of treasury shares from employees | (1,618) | |
Repayments of debt - related parties | (100) | |
Net cash provided by financing activities | 10,975 | |
NET INCREASE (DECREASE) IN CASH | (4,916) | |
Cash - beginning of period | $ 3,730 | 8,646 |
Cash - end of period | 3,730 | |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 60 | |
Cash paid for income taxes | ||
SUMMARY OF NONCASH ACTIVITIES: | ||
Inventory reclassified to property and equipment | 2,477 | |
Assets and liabilities acquired via acquisition of companies: | ||
Identifiable intangible assets | 1,435 | |
Goodwill | 65 | |
Other assets | $ 28 |
Restatements (Details 3)
Restatements (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | |
Preferred | |||
Balances | |||
Balances, shares | |||
Shares issued for cash in private placement, net of expenses | |||
Shares issued for cash in private placement, net of expenses, shares | |||
Share-based compensation - options - Board of Directors | |||
Share-based compensation - options - Board of Directors, shares | |||
Share-based compensation - stock - services rendered | |||
Share-based compensation - stock - services rendered, shares | |||
Share-based compensation - stock, options - employees | |||
Share-based compensation - stock - employees, shares | |||
Purchase shares from employees in lieu of taxes | |||
Purchase shares from employees in lieu of taxes, shares | |||
Stock issued to purchase 440 Labs | |||
Stock issued to purchase 440 Labs, shares | |||
Share-based compensation due to employment agreements | |||
Share-based compensation due to employment agreements, shares | |||
Warrant conversion - cashless | |||
Warrant conversion - cashless, shares | |||
Sale of Eco3d, shares received and cancelled | |||
Sale of Eco3d, shares received and cancelled, shares | |||
Net loss for the period | |||
Balances | |||
Balances, shares | |||
Common | |||
Balances | $ 49 | $ 42 | |
Balances, shares | 49,468 | 42,330 | |
Shares issued for cash in private placement, net of expenses | $ 3 | $ 5 | |
Shares issued for cash in private placement, net of expenses, shares | 2,969 | 5,000 | |
Share-based compensation - options - Board of Directors | |||
Share-based compensation - options - Board of Directors, shares | 201 | ||
Share-based compensation - stock - services rendered | |||
Share-based compensation - stock - services rendered, shares | 65 | ||
Share-based compensation - stock, options - employees | $ 1 | $ 2 | |
Share-based compensation - stock - employees, shares | 134 | 1,783 | 32 |
Purchase shares from employees in lieu of taxes | |||
Purchase shares from employees in lieu of taxes, shares | |||
Stock issued to purchase 440 Labs | |||
Stock issued to purchase 440 Labs, shares | 300 | ||
Share-based compensation due to employment agreements | |||
Share-based compensation due to employment agreements, shares | 300 | ||
Warrant conversion - cashless | |||
Warrant conversion - cashless, shares | 49 | ||
Sale of Eco3d, shares received and cancelled | |||
Sale of Eco3d, shares received and cancelled, shares | (560) | ||
Net loss for the period | |||
Balances | $ 53 | $ 49 | |
Balances, shares | 52,571 | 49,468 | |
Additional Paid-In-Capital | |||
Balances | $ 108,585 | $ 80,845 | |
Shares issued for cash in private placement, net of expenses | 1,648 | 3,029 | |
Share-based compensation - options - Board of Directors | 400 | 550 | |
Share-based compensation - stock - services rendered | (14) | 596 | |
Share-based compensation - stock, options - employees | 2,691 | 20,590 | $ 161 |
Purchase shares from employees in lieu of taxes | |||
Stock issued to purchase 440 Labs | 1,500 | ||
Share-based compensation due to employment agreements | 1,500 | ||
Warrant conversion - cashless | |||
Sale of Eco3d, shares received and cancelled | (25) | ||
Net loss for the period | |||
Balances | 113,310 | 108,585 | |
Accumulated Deficit | |||
Balances | (102,236) | (69,400) | |
Shares issued for cash in private placement, net of expenses | |||
Share-based compensation - options - Board of Directors | |||
Share-based compensation - stock - services rendered | |||
Share-based compensation - stock, options - employees | |||
Purchase shares from employees in lieu of taxes | |||
Stock issued to purchase 440 Labs | |||
Share-based compensation due to employment agreements | |||
Warrant conversion - cashless | |||
Sale of Eco3d, shares received and cancelled | |||
Net loss for the period | (13,650) | (32,836) | |
Balances | (115,886) | (102,236) | |
Treasury Stock | |||
Balances | (1,618) | ||
Shares issued for cash in private placement, net of expenses | |||
Share-based compensation - options - Board of Directors | |||
Share-based compensation - stock - services rendered | |||
Share-based compensation - stock, options - employees | |||
Purchase shares from employees in lieu of taxes | (53) | (1,618) | |
Stock issued to purchase 440 Labs | |||
Share-based compensation due to employment agreements | |||
Warrant conversion - cashless | |||
Sale of Eco3d, shares received and cancelled | |||
Net loss for the period | |||
Balances | (1,671) | (1,618) | |
Balances | 4,780 | 11,487 | |
Shares issued for cash in private placement, net of expenses | 1,651 | 3,034 | |
Share-based compensation - options - Board of Directors | 400 | 550 | |
Share-based compensation - stock - services rendered | (14) | 596 | |
Share-based compensation - stock, options - employees | 2,692 | 20,592 | |
Purchase shares from employees in lieu of taxes | (53) | (1,618) | |
Stock issued to purchase 440 Labs | 1,500 | ||
Share-based compensation due to employment agreements | 1,500 | ||
Warrant conversion - cashless | |||
Sale of Eco3d, shares received and cancelled | (25) | ||
Net loss for the period | (13,650) | (32,836) | |
Balances | (4,194) | 4,780 | |
Total | |||
Balances | $ 4,780 | 11,487 | |
Shares issued for cash in private placement, net of expenses | 3,034 | ||
Share-based compensation - options - Board of Directors | 550 | ||
Share-based compensation - stock - services rendered | 596 | ||
Share-based compensation - stock, options - employees | 20,592 | ||
Purchase shares from employees in lieu of taxes | (1,618) | ||
Stock issued to purchase 440 Labs | 1,500 | ||
Share-based compensation due to employment agreements | 1,500 | ||
Warrant conversion - cashless | |||
Sale of Eco3d, shares received and cancelled | (25) | ||
Net loss for the period | (32,836) | ||
Balances | $ 4,780 |
Restatements (Details Textual)
Restatements (Details Textual) | Apr. 04, 2017USD ($) |
Restatements (Textual) | |
Reduction additional paid-in-capital | $ 4,180 |
Additional paid-in-capital | 4,180 |
Warrant liability | 3,351 |
Change in fair value of warrant liability | $ 829 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | $ 1,062 | $ 558 |
Walmart [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 1,000 | 500 |
Software as a Service (“SaaS”) [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 62 | 57 |
Hardware Sales [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | $ 1 |
Revenue (Details Textual)
Revenue (Details Textual) $ in Thousands | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Revenue (Textual) | |
Paying invoices for professional services project | $ 1,000 |
Established allowance for doubtful accounts | $ 500 |
Revenue performance obligation, description | The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Walmart [Member] | |
Revenue (Textual) | |
Walmart refused to pay final two invoices amount | $ 500 |
Merger (Details)
Merger (Details) - shares | 1 Months Ended | ||||
Mar. 24, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Jan. 29, 2016 | |
Merger [Abstract] | |||||
Authorized shares of common stock | 100,000 | 100,000 | 100,000 | ||
Authorized shares of preferred stock | 5,000 | 5,000 | |||
Common stock, shares issued | 52,571 | 49,468 | |||
Common stock outstanding | 51,986 | 48,923 | |||
Subsidiaries [Member] | |||||
Merger [Abstract] | |||||
Equity ownership percentage | 95.00% | ||||
Warrants And Options [Member] | |||||
Merger [Abstract] | |||||
Common stock aggregate, shares | 1,351 | ||||
Shareholders [Member] | |||||
Merger [Abstract] | |||||
Authorized shares of common stock | 100,000 | ||||
Authorized shares of preferred stock | 5,000 | ||||
Description on reverse stock split | To approve a reverse stock split of the MSC common stock of 1 for 250. | ||||
Common stock, shares issued | 29,057 | ||||
Common stock outstanding | 29,057 | ||||
Common stock aggregate, shares | 27,706 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,915 | $ 3,181 |
Accumulated depreciation and impairment | (2,091) | (562) |
Property and equipment, net | 824 | 2,619 |
Zest Labs freshness hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,493 | 2,477 |
Computers and software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 222 | 400 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 200 | 211 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 89 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Property and Equipment (Textual) | |||
Depreciation expense | $ 672 | $ 119 | |
Zest Labs Freshness Hardware [Member] | |||
Property and Equipment (Textual) | |||
Inventory reclassified to property and equipment | $ 2,477 | $ 2,477 | |
Maximum [Member] | |||
Property and Equipment (Textual) | |||
Estimated useful lives | 7 years | ||
Minimum [Member] | |||
Property and Equipment (Textual) | |||
Estimated useful lives | 3 years | ||
Property and equipment [Member] | |||
Property and Equipment (Textual) | |||
Asset impairment | $ 1,139 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Summary of intangible assets | ||
Total intangible assets | $ 2,370 | $ 2,370 |
Accumulated amortization and impairment | (2,370) | (825) |
Intangible assets, net | 1,545 | |
Patents [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,013 | 1,013 |
Customer Lists [Member] | ||
Summary of intangible assets | ||
Total intangible assets | ||
Outsourced Vendor Relationships [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 340 | 340 |
Noncompete Agreements [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,017 | 1,017 |
Goodwill [Member] | ||
Summary of intangible assets | ||
Total intangible assets |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | May 18, 2017 | |
Intangible Assets (Textual) | ||||
Amortization expense | $ 553 | $ 555 | ||
Impaired of intangible assets of net book value | $ 992 | |||
Customer Lists [Member] | ||||
Intangible Assets (Textual) | ||||
Impairment charges | 1,042 | |||
Write-down of goodwill | 582 | |||
Goodwill | $ 1,264 | 1,264 | ||
Labs [Member] | ||||
Intangible Assets (Textual) | ||||
Goodwill | 65 | $ 65 | $ 65 | |
Write-down non-compete agreements | $ 78 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | ||
Professional fees and consulting costs | $ 150 | $ 325 |
Vacation and paid time off | 345 | 278 |
Legal fees | 108 | 100 |
Payroll and employee expenses | 50 | 75 |
Hardware in transit | 26 | |
Other | 175 | 276 |
Total | $ 828 | $ 1,080 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Fair value of 1,000 March 17, 2017 warrants | $ 256 | $ 537 |
Fair value of 1,850 May 22, 2017 warrants | 505 | 1,001 |
Fair value of 2,565 March 16, 2018 warrants | 1,040 | 2,156 |
Fair value of 2,969 August 14, 2018 warrants | 1,303 | |
Total | 3,104 | $ 3,694 |
Inception [Member] | ||
Fair value of 1,000 March 17, 2017 warrants | 4,609 | |
Fair value of 1,850 May 22, 2017 warrants | 7,772 | |
Fair value of 2,565 March 16, 2018 warrants | 3,023 | |
Fair value of 2,969 August 14, 2018 warrants | 2,892 | |
Total | $ 18,296 |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details Textual) - USD ($) | Apr. 04, 2017 | Aug. 31, 2018 | May 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 |
Change in fair value of derivative liabilities | $ 3,160,000 | $ 9,316,000 | ||||
Fair value of warrants | $ 3,351 | |||||
March 2017 warrants [Member] | ||||||
Fair value of warrants | $ 256,000 | $ 537,000 | $ 4,609,000 | |||
Fair value of risk-free interest rate | 2.23% | 2.56% | 2.13% | |||
Fair value expected term | 3 years | 4 years | 5 years | |||
Fair value volatility rate | 96.00% | 91.00% | 107.00% | |||
Fair value dividend yield | 0.00% | 0.00% | 0.00% | |||
March 2017 Warrant One [Member] | ||||||
Fair value of warrants | $ 3,351,000 | |||||
Fair value of risk-free interest rate | 1.93% | |||||
Fair value expected term | 4 years 10 months 25 days | |||||
Fair value volatility rate | 105.00% | |||||
Fair value dividend yield | 0.00% | |||||
May 2017 warrants [Member] | ||||||
Fair value of warrants | $ 7,772,000 | $ 505,000 | $ 1,001,000 | |||
Fair value of risk-free interest rate | 1.80% | 2.23% | 2.56% | |||
Fair value expected term | 5 years | 3 years 2 months 1 day | 4 years 2 months 1 day | |||
Fair value volatility rate | 101.00% | 96.00% | 91.00% | |||
Fair value dividend yield | 0.00% | 0.00% | 0.00% | |||
March 2018 warrants [Member] | ||||||
Fair value of warrants | $ 1,040,000 | $ 3,023,000 | ||||
Fair value of risk-free interest rate | 2.23% | 2.65% | ||||
Fair value expected term | 4 years | 5 years | ||||
Fair value volatility rate | 96.00% | 91.00% | ||||
Fair value dividend yield | 0.00% | 0.00% | ||||
March 2018 warrants One [Member] | ||||||
Fair value of warrants | $ 2,156,000 | |||||
Fair value of risk-free interest rate | 2.56% | |||||
Fair value expected term | 5 years | |||||
Fair value volatility rate | 91.00% | |||||
Fair value dividend yield | 0.00% | |||||
August 2018 warrants [Member] | ||||||
Fair value of warrants | $ 2,892,000 | $ 1,303,000 | ||||
Fair value of risk-free interest rate | 2.77% | 2.23% | ||||
Fair value expected term | 5 years | 4 years 5 months 1 day | ||||
Fair value volatility rate | 97.00% | 96.00% | ||||
Fair value dividend yield | 0.00% | 0.00% |
Note Payable (Details)
Note Payable (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Mar. 31, 2019 |
Note Payable (Textual) | ||
Line of credit facility | $ 905 | |
Annual Interest rate, percentage | 3.50% | |
Payment of arrangement fee | $ 300 | |
Loan settlement, description | The Company agrees that within five days of receipt by Zest Labs or the Company of any settlement proceeds from the Zest Litigation, the Company will pay or cause to be paid over to lender an additional fee in an amount equal to (i) 0.50 multiplied by (ii) the highest aggregate principal balance of the loans over the life of the loans through the date of the payment from settlement proceeds; provided, however, that such additional fee shall not exceed the amount of the settlement proceeds. | |
Proceeds from initial advance | $ 1,000 | $ 350 |
Loan And Security Agreement [Member] | ||
Note Payable (Textual) | ||
Line of credit facility | $ 10,000 | |
Annual Interest rate, percentage | 12.00% | |
Loans payable to lender, description | The Company is able to request draws from the lender up to $1,000 with a cap of $10,000, including the $1,000 advanced on December 28, 2018 and an additional $350 advanced through March 31, 2019. If principal is prepaid, the loans may not be re-borrowed and the cap of $10,000 shall be reduced. The Company may make a request for a loan or loans from the lender, at any one time and from time to time, from the date of the Agreement until the earlier of (i) demand by the lender or (ii) December 27, 2020 or the earlier termination of the Agreement pursuant to the terms thereof. Loans made pursuant to the Agreement are secured by a security interest in the Company's collateral held with the lender and guaranteed by the Company's subsidiary, Zest Labs. |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Debt Disclosure [Abstract] | ||
Secured convertible promissory note | $ 500 | |
Less: current portion | (500) | |
Long-term debt, net of current portion |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 13 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jul. 02, 2018 | Feb. 28, 2017 | Jan. 10, 2017 | |
Long-Term Debt (Textual) | |||||
Debt conversion, description | The convertible note was part of the financing the Company entered into in the three months ended March 31, 2017, that raised $4,300 (of a maximum of $5,000) in convertible notes ($700 of which were from related parties, see Note 10) bearing interest at 10% per annum. On March 30, 2017, $3,700 of these notes were converted (including $600 of the $700 in connection with the related parties) into shares of common stock, along with the related accrued interest on those notes. | ||||
Debt instrument, convertible, conversion price | $ 4.50 | ||||
Interest expense on long-term debt | $ 50 | ||||
Interest expense repaid | $ 12 | $ 50 | |||
Accrued interest | $ 11 | ||||
Secured Convertible Promissory Note [Member] | |||||
Long-Term Debt (Textual) | |||||
Principal amount | $ 100 | ||||
Warrants to purchase shares of common stock | 10 | ||||
Convertible Note [Member] | |||||
Long-Term Debt (Textual) | |||||
Principal amount | $ 500 | ||||
Note payable, interest rate | 10.00% | ||||
Debt conversion, description | The convertible note was part of the financing the Company entered into in the three months ended March 31, 2017, that raised $4,300 (of a maximum of $5,000) in convertible notes ($700 of which were from related parties, see Note 10) bearing interest at 10% per annum. On March 30, 2017, $3,700 of these notes were converted (including $600 of the $700 in connection with the related parties) into shares of common stock, along with the related accrued interest on those notes. | ||||
Sable Polymer Solutions Llc [Member] | Maximum [Member] | |||||
Long-Term Debt (Textual) | |||||
Debt instrument, convertible, conversion price | $ 7.10 | ||||
Sable Polymer Solutions Llc [Member] | Minimum [Member] | |||||
Long-Term Debt (Textual) | |||||
Debt instrument, convertible, conversion price | $ 4.15 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Feb. 28, 2017 | Mar. 31, 2019 | |
Gary Metzger [Member] | ||
Related-Party Transactions (Textual) | ||
Long-term debt - related parties | $ 328 | |
Note payable, interest rate | 10.00% | |
Debt instrument, maturity date | Jul. 30, 2020 | |
Securities Purchase Agreement [Member] | ||
Related-Party Transactions (Textual) | ||
Securities purchase agreement related to issuance and sale of common stock | 1,100 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number | ||
Beginning balance | 10,577 | 5,789 |
Granted | 3,177 | 4,888 |
Exercised Cashless | (49) | |
Forfeited | (51) | |
Expired | (4,547) | |
Ending balance | 9,206 | 10,577 |
Intrinsic value of warrants | ||
Weighted Average Remaining Contractual Life (Years) | 3 years | 2 years 6 months |
Weighted Average Exercise Price | ||
Beginning balance | $ 4.37 | $ 5.09 |
Granted | 2 | 3.47 |
Expired | 5.17 | |
Ending balance | $ 2.12 | $ 4.37 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 3,078 | $ 24,952 | |
Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 1,500 | ||
March 2017 warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 108 | ||
Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 14 | 596 | |
Services [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Services [Member] | Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 108 | ||
Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2,692 | 22,092 | |
Employees [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 1,500 | ||
Employees [Member] | Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 400 | 550 | |
Director [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Director [Member] | Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Services prepaid expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 1,714 | ||
Services prepaid expense [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Services prepaid expense [Member] | Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
2017 Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 742 | 3,564 | |
2017 Omnibus Incentive Plan [Member] | Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | (14) | 307 | |
2017 Omnibus Incentive Plan [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 356 | 2,707 | |
2017 Omnibus Incentive Plan [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 400 | 550 | |
2017 Omnibus Incentive Plan [Member] | Services prepaid expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Non-Qualified Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2,066 | 1,184 | |
Non-Qualified Stock Options [Member] | Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Non-Qualified Stock Options [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2,066 | 1,184 | |
Non-Qualified Stock Options [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
Non-Qualified Stock Options [Member] | Services prepaid expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
2013 Incentive Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 270 | 18,596 | |
2013 Incentive Stock Plan [Member] | Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 181 | ||
2013 Incentive Stock Plan [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 270 | 16,701 | |
2013 Incentive Stock Plan [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | |||
2013 Incentive Stock Plan [Member] | Services prepaid expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 1,714 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) (Details 2) - Non-Qualified Stock Options [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number | ||
Beginning balance | 2,909 | |
Granted | 7 | 2,909 |
Exercised | ||
Expired | ||
Forfeited | ||
Ending balance | 2,916 | 2,909 |
Intrinsic value of options | ||
Weighted Average Remaining Contractual Life (Years) | 8 years 6 months | 9 years 6 months |
Weighted Average Exercise Price | ||
Beginning balance | $ 2.60 | |
Granted | 0.98 | $ 2.60 |
Ending balance | $ 2.60 | $ 2.60 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) (Details 3) - 2013 Option Plan [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number | ||
Beginning balance | 884 | |
Granted | ||
Exercised | ||
Expired | (884) | |
Forfeited | ||
Ending balance | ||
Intrinsic value of Options | ||
Weighted Average Remaining Contractual Life (Years) | ||
Weighted Average Exercise Price | ||
Beginning balance | $ 2.50 | |
Exercised | 2.50 | |
Ending balance |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) (Details 4) - 2013 Incentive Stock Plan [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number | ||
Beginning balance | 2,563 | |
Granted | ||
Options granted in exchange for shares | 2,563 | |
Exercised | ||
Expired | ||
Forfeited | (210) | |
Ending balance | 2,353 | 2,563 |
Intrinsic value of options | ||
Weighted Average Remaining Contractual Life (Years) | 8 years 7 months 6 days | 9 years 7 months 6 days |
Weighted Average Exercise Price | ||
Beginning balance | $ 2.52 | |
Options granted in exchange for shares | 2.52 | |
Ending balance | $ 2.52 | $ 2.52 |
Stockholders' Equity (Deficit_7
Stockholders' Equity (Deficit) (Details 5) - 2013 Incentive Stock Plan (Service-based grants) [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number | ||
Beginning balance | 105 | 1,983 |
Granted | ||
Issued | (96) | (1,585) |
Expired | ||
Forfeited | (9) | (293) |
Options granted in exchange for shares | ||
Ending balance | 105 | |
Weighted Average Remaining Contractual Life (Years) | 9 months 18 days | |
Weighted Average Exercise Price | ||
Beginning balance | $ 4.90 | $ 4.90 |
Ending balance | $ 4.90 |
Stockholders' Equity (Deficit_8
Stockholders' Equity (Deficit) (Details 6) - 2013 Incentive Stock Plan (Shares available and issued) [Member] - shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning available | 235 | 11 |
Shares modified to options | 2,493 | |
Options in exchange for shares | (2,563) | |
Shares forfeited | 219 | 294 |
Ending available | 454 | 235 |
Vested stock awards | 2,353 | 4,799 |
Beginning number of shares issued | 2,585 | 1,000 |
Issued | 96 | 1,585 |
Cancelled | ||
Ending number of shares issued | 2,681 | 2,585 |
Stockholders' Equity (Deficit_9
Stockholders' Equity (Deficit) (Details 7) - 2017 Omnibus Incentive Plan (Options) [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number | ||
Beginning balance | 1,374 | |
Granted | 1,034 | 911 |
Shares modified to options | 663 | |
Exercised | ||
Expired | (8) | |
Forfeited | (538) | (192) |
Ending balance | 1,870 | 1,374 |
Intrinsic value of options | ||
Weighted Average Remaining Contractual Life (Years) | 9 years 2 months 12 days | |
Weighted Average Exercise Price | ||
Beginning balance | $ 2.76 | |
Granted | 0.93 | 2.44 |
Shares modified to options | 3 | |
Ending balance | $ 1.54 | $ 2.76 |
Stockholders' Equity (Defici_10
Stockholders' Equity (Deficit) (Details 8) - 2017 Omnibus Incentive Plan (Performance-based grants) [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number of Options | ||
Beginning balance | ||
Granted | 135 | |
Exercised | ||
Expired | ||
Forfeited | (135) | |
Ending balance | ||
Weighted Average Remaining Contractual Life (Years) | ||
Weighted Average Exercise Price | ||
Beginning balance | ||
Granted | 3.36 | |
Forfeited | 3.36 | |
Ending balance |
Stockholders' Equity (Defici_11
Stockholders' Equity (Deficit) (Details 9) - 2017 Omnibus Incentive Plan (Service-based grants) [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number | ||
Beginning balance | 50 | |
Granted | 1,381 | |
Issued | (25) | (465) |
Expired | ||
Forfeited | (25) | (341) |
Options granted in exchange | (525) | |
Ending balance | 50 | |
Weighted Average Remaining Contractual Life (Years) | 9 years 3 months 19 days | |
Weighted Average Exercise Price | ||
Beginning balance | $ 2.60 | |
Granted | 3.30 | |
Ending balance | $ 2.60 |
Stockholders' Equity (Defici_12
Stockholders' Equity (Deficit) (Details 10) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Total market value of shares/units vested | ||
Share-based compensation expense for RSUs | (254) | 609 |
Total tax benefit related to RSU share-based compensation expense | ||
Cash tax benefits realized for tax deductions for RSUs |
Stockholders' Equity (Defici_13
Stockholders' Equity (Deficit) (Details 11) - 2017 Omnibus Incentive Plan [Member] - shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning available | 2,111 | 4,000 |
Shares granted | (1,034) | (2,427) |
Shares modified to options | 525 | |
Options in exchange for shares | (663) | |
Shares expired | 8 | |
Shares forfeited | 538 | 668 |
Ending available | 1,615 | 2,111 |
Vested stock awards | 905 | 1,066 |
Beginning number of shares issued | 465 | |
Issued | 25 | 465 |
Cancelled | ||
Ending number of shares issued | 490 | 465 |
Stockholders' Equity (Defici_14
Stockholders' Equity (Deficit) (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2017 | Apr. 14, 2017 | Aug. 31, 2018 | Mar. 16, 2018 | May 22, 2017 | May 19, 2017 | Dec. 31, 2015 | May 31, 2014 | Mar. 31, 2019 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 26, 2017 | Mar. 24, 2016 |
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 2.10 | ||||||||||||
Common stock, shares authorized | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||||
Common stock, shares issued | 52,571 | 52,571 | 49,468 | ||||||||||||||
Common stock, shares outstanding | 51,986 | 51,986 | 48,923 | ||||||||||||||
Proceeds from units offered in private placement | $ 12,693 | $ 4,221 | $ 12,693 | ||||||||||||||
Shares issued for services rendered | $ 3,424 | ||||||||||||||||
Shares issued exercise of warrants, shares | 300 | ||||||||||||||||
Stock issued for compensation | 2,692 | 20,592 | |||||||||||||||
Vesting of the employees' stock | $ 53 | $ 1,618 | |||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Exercise price | $ 2.50 | $ 1.25 | $ 2.50 | ||||||||||||||
Received aggregate shares of common stock | 659 | 250 | |||||||||||||||
Purchase of common stock from employees, shares | 693 | ||||||||||||||||
Consultant [Member] | Stock Compensation Plan [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for compensation, shares | 65 | ||||||||||||||||
Employee [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued exercise of warrants, shares | 300 | ||||||||||||||||
Employees [Member] | Stock Compensation Plan [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for compensation, shares | 1,544 | ||||||||||||||||
Employees [Member] | Stock Compensation Plan One [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for compensation, shares | 239 | ||||||||||||||||
Director [Member] | Stock Compensation Plan One [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for compensation, shares | 201 | ||||||||||||||||
Ecoark Holdings Common Stock [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for cashless exercise of warrants | 49 | ||||||||||||||||
Subscription receivable | 55 | ||||||||||||||||
Shares issued upon employment agreements | 300 | ||||||||||||||||
Share-based compensation | $ 1,500 | $ 1,500 | $ 24,952 | ||||||||||||||
Purchase of common stock from employees, shares | 545 | ||||||||||||||||
Vesting of the employees' stock | 1,618 | ||||||||||||||||
Cash received | $ 2,029 | ||||||||||||||||
Shares received from Eco3d | 560 | ||||||||||||||||
Ecoark Holdings Common Stock [Member] | Ecoark Plan 2013 [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Stock issued for compensation | $ 550 | ||||||||||||||||
Shares issued for compensation, shares | 201 | ||||||||||||||||
Ecoark Holdings Common Stock [Member] | Consultant [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for cashless exercise of warrants | 100 | ||||||||||||||||
Ecoark Holdings Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares of blank check preferred stock | 5,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for services rendered | |||||||||||||||||
Shares issued for services rendered, shares | |||||||||||||||||
Stock issued for compensation | |||||||||||||||||
Shares issued for compensation, shares | |||||||||||||||||
Conversion of long-term debt | |||||||||||||||||
Conversion of long term debt, shares | |||||||||||||||||
Equity raised from sale of treasury shares | |||||||||||||||||
Number of shares forfeited | |||||||||||||||||
Purchase of common stock from employees, shares | |||||||||||||||||
Vesting of the employees' stock | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Common stock, shares issued | 29,057 | ||||||||||||||||
Common stock, shares outstanding | 29,057 | ||||||||||||||||
Shares issued for services rendered | $ 1 | ||||||||||||||||
Shares issued for services rendered, shares | 743 | 63 | |||||||||||||||
Stock issued for compensation | $ 1 | $ 2 | |||||||||||||||
Shares issued for compensation, shares | 134 | 1,783 | 32 | ||||||||||||||
Conversion of long-term debt | $ 1 | ||||||||||||||||
Conversion of long term debt, shares | 1,500 | ||||||||||||||||
Equity raised from sale of treasury shares | |||||||||||||||||
Number of shares forfeited | (560) | ||||||||||||||||
Purchase of common stock from employees, shares | 250 | ||||||||||||||||
Vesting of the employees' stock | |||||||||||||||||
Treasury Stock [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for services rendered | |||||||||||||||||
Stock issued for compensation | |||||||||||||||||
Conversion of long-term debt | |||||||||||||||||
Equity raised from sale of treasury shares | |||||||||||||||||
Vesting of the employees' stock | 53 | 1,618 | |||||||||||||||
Noncontrolling Interest [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for services rendered | |||||||||||||||||
Stock issued for compensation | |||||||||||||||||
Conversion of long-term debt | |||||||||||||||||
Equity raised from sale of treasury shares | |||||||||||||||||
Vesting of the employees' stock | |||||||||||||||||
Subscription Receivable [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for services rendered | |||||||||||||||||
Stock issued for compensation | |||||||||||||||||
Conversion of long-term debt | |||||||||||||||||
Equity raised from sale of treasury shares | (55) | ||||||||||||||||
Vesting of the employees' stock | |||||||||||||||||
Retained Earnings [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for services rendered | |||||||||||||||||
Stock issued for compensation | |||||||||||||||||
Conversion of long-term debt | |||||||||||||||||
Equity raised from sale of treasury shares | |||||||||||||||||
Vesting of the employees' stock | |||||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Shares issued for services rendered | 3,423 | 894 | |||||||||||||||
Stock issued for compensation | 2,691 | 20,590 | 161 | ||||||||||||||
Conversion of long-term debt | 2,999 | ||||||||||||||||
Equity raised from sale of treasury shares | $ 200 | $ 8,485 | |||||||||||||||
Vesting of the employees' stock | |||||||||||||||||
Securities Purchase Agreement Institutional Funds [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Common stock, shares issued | 49,468 | 49,468 | |||||||||||||||
Common stock, shares outstanding | 48,923 | 48,923 | |||||||||||||||
Proceeds from units offered in private placement | $ 3,587 | $ 9,106 | |||||||||||||||
Issuance and sale of common stock | 4,200 | $ 10,000 | |||||||||||||||
Shares issued exercise of warrants | $ 4,221 | ||||||||||||||||
Net proceeds | $ 3,587 | ||||||||||||||||
Private Placement [Member] | Ecoark Holdings Common Stock [Member] | |||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||||
Common stock, shares issued | 2,500 | 2,500 | |||||||||||||||
Private placement offering, net of expenses | $ 9,106 | $ 3,587 |
Stockholders' Equity (Defici_15
Stockholders' Equity (Deficit) (Details Textual 1) - USD ($) | Aug. 14, 2018 | Aug. 09, 2018 | Mar. 14, 2018 | Oct. 26, 2017 | Apr. 04, 2017 | Mar. 14, 2017 | Aug. 31, 2018 | Mar. 16, 2018 | May 23, 2017 | May 22, 2017 | Mar. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | May 31, 2017 | Mar. 17, 2017 | Mar. 24, 2016 |
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Proceeds from units offered in private placement | $ 12,693,000 | $ 4,221,000 | $ 12,693,000 | |||||||||||||||||
Common stock, shares issued | 52,571 | 52,571 | 49,468 | |||||||||||||||||
Common stock, shares outstanding | 51,986 | 51,986 | 48,923 | |||||||||||||||||
Treasury stock, shares | 585 | |||||||||||||||||||
Warrant agreement, description | As discussed above, in August 22, 2018, the Company issued 2,969 warrants to the institutional investors that purchased the 2,969 shares of common stock in the reserved private placement. The warrants have a strike price of $2.09 and mature in August 2023. In addition, the investment bankers of the transaction received warrants to purchase 208 shares of common stock with the same terms as the investors. | The Company entered into an Amendment to Common Stock Warrant with the institutional purchasers that modified the purchase price of the warrants from $5.00 per share to $2.50 per share. | The Company issued 1,000 warrants to institutional investors that purchased 2,000 shares of common stock in a private placement. The warrants had a strike price of $5.00 and mature in March 2022. In addition, the investment bankers of the transaction received warrants to purchase 140 shares of common stock with the same terms as the investors. | As discussed above, on March 16, 2018 the Company issued 2,500 warrants to the institutional investors that purchased the 2,500 shares of common stock in the reserved private placement. The warrants have a strike price of $2.00 and mature in March 2023. In addition, the investment bankers of the transaction received warrants to purchase 88 shares of common stock with the same terms as the investors and the investment bankers from the May 22, 2017 reserved private placement received warrants to purchase 175 shares of common stock for $2.10 for up to five years pursuant to an exclusivity clause. | ||||||||||||||||
Warrants strike price | $ 1.60 | |||||||||||||||||||
Value of warrants | $ 3,351 | |||||||||||||||||||
Common stock, par value | $ 2.10 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Description of private placement | The Company completed a reserved private placement agreement entered into on March 13, 2017 related to the issuance and sale of 2,000 shares of common stock for $8,000 ($7,255 net of expenses) to institutional purchasers at $4.00 per share. The purchase agreement is pursuant to the Company’s Form S-3 registration statement filed on August 17, 2016. The purchasers also received warrants to purchase 1,000 shares of common stock equal to 50% of the purchaser’s shares for $5.00 for up to 5 years from the date the transaction completed. The investment bankers for the transaction received warrants to purchase 140 shares of common stock for $5.00 for up to 5 years, the same terms as the investors. | |||||||||||||||||||
Description of common stock warrant | The Company entered into an Amendment to Common Stock Warrant with the institutional purchasers in the March 17, 2017 and May 22, 2017 that modified the purchase price of the March 17, 2017 warrants from $5.00 per share to $2.50 per share and modified the purchase price of the May 22, 2017 warrants from $5.50 per share to $2.50 per share. | The March 16, 2018 warrants included a down round provision such that the exercise prices of the warrants were subject to adjustment if the Company were to issue common stock, common stock equivalents, warrants or options at a price lower than the stated exercise prices, subject to certain exceptions. As provided for in ASU 2017-11 (now ASC Topic 260-10 Equity), the effect of the down round feature on earnings per share is to be recognized when it is triggerred and that effect treated as a dividend and reduction of income available to common stockholders in basic earnings per share calculations. The reserved private placement in August 2018 triggered the down round feature and resulted in the adjustment of the warrants in the March 2017, May 2017, and March 2018 private placements to the August 2018 issuance price of $1.60. The Company had net losses and accumulated deficits in the periods presented and therefore the triggering of the down round feature did not require the recording of a dividend since there were no accumulated earnings available and thus did not result in an adjustment of losses per share. As described in Note 3, the modification of the warrants is deemed an imbedded derivative and therefore the consolidated financial statements have been restated to reflect the adjustment to the beginning balance in stockholder’s deficit of $XXX and a reclassification as of March 31, 2018 and 2017 from equity to derivative liability of $XXX and $XXX, respectively. | ||||||||||||||||||
Changes in fair value of derivative liabilities | $ 1,635,000 | $ 845,000 | ||||||||||||||||||
Derivative liabilities, description | Of the total net proceeds of $4,221, $2,892 were determined to be derivative liabilities, and $322 of the fees that were considered related to liabilities were charged to other expense. A reduction in the exercise price to $1.34 for the March 16, 2018 warrants resulted in a charge due to the change in fair value of the derivative liabilities of $260. | |||||||||||||||||||
Ecoark Holdings Common Stock [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Stock awards granted | 545 | |||||||||||||||||||
Fair value warrants [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Issued warrant | 310 | |||||||||||||||||||
Warrants strike price | $ 7.50 | $ 5 | ||||||||||||||||||
Warrants expire date | Dec. 31, 2018 | |||||||||||||||||||
Volatility | 82.00% | |||||||||||||||||||
Discount rate | 1.27% | |||||||||||||||||||
Warrants issued | 15 | 15 | ||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Shares issued upon exercise of warrants | ||||||||||||||||||||
Number of shares forfeited | ||||||||||||||||||||
Stock awards granted | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Common stock, shares issued | 29,057 | |||||||||||||||||||
Common stock, shares outstanding | 29,057 | |||||||||||||||||||
Shares issued upon exercise of warrants | 25 | |||||||||||||||||||
Number of shares forfeited | (560) | |||||||||||||||||||
Stock awards granted | 250 | |||||||||||||||||||
Two Thousand And Thirteen Stock Incentive Plan [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Stock awards granted | 94 | 5,500 | ||||||||||||||||||
Common stock acquired from employees in lieu | 41 | |||||||||||||||||||
Omnibus Incentive Plan [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Stock awards granted | 25 | |||||||||||||||||||
Institutional Purchasers [Member] | Fair value warrants [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Net proceeds | $ 7,255,000 | |||||||||||||||||||
Fees related to other expense | $ 429,000 | |||||||||||||||||||
Institutional Investors [Member] | Fair value warrants [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Warrants strike price | $ 5.50 | |||||||||||||||||||
Warrants expire date | May 22, 2017 | |||||||||||||||||||
Warrants issued | 1,000 | 1,875 | ||||||||||||||||||
Net proceeds | $ 9,106,000 | |||||||||||||||||||
Derivative liabilities | $ 4,609,000 | 7,772,000 | ||||||||||||||||||
Fees related to other expense | $ 695,000 | |||||||||||||||||||
Sphereit LLC [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Number of shares purchased | 300 | |||||||||||||||||||
Securities Purchase Agreement Institutional Funds [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Warrant to purchase common stock | 2,969 | 2,500 | 1,875 | |||||||||||||||||
Shares issued during the period | $ 4,221,000 | |||||||||||||||||||
Proceeds from units offered in private placement | $ 3,587,000 | $ 9,106,000 | ||||||||||||||||||
Shares issued, price per share | $ 2 | $ 5.50 | ||||||||||||||||||
Percentage of warrants purchase | 50.00% | |||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||
Common stock, shares issued | 49,468 | 49,468 | ||||||||||||||||||
Common stock, shares outstanding | 48,923 | 48,923 | ||||||||||||||||||
Warrants strike price | $ 2.09 | |||||||||||||||||||
Shares issued upon exercise of warrants | 2,969 | |||||||||||||||||||
Common stock shares, sold | $ 4,200,000 | $ 10,000,000 | ||||||||||||||||||
Net proceeds | 3,587,000 | |||||||||||||||||||
Derivative liabilities | $ 3,023,000 | |||||||||||||||||||
Description of private placement | The Company issued 2,500 shares of the Company's common stock pursuant to a private placement offering for $3,587, net of expenses, with $1,005 recorded as equity and the remainder to derivative liabilities. | The Company issued 2,500 shares of the Company's common stock pursuant to a private placement offering for $9,106, net of expenses, with $2,029 recorded as equity and the remainder to derivative liabilities. | ||||||||||||||||||
Fees related to other expense | $ 441,000 | |||||||||||||||||||
Securities Purchase Agreement Institutional Funds [Member] | Investment Bankers [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Warrant to purchase common stock | 88 | 175 | ||||||||||||||||||
Shares issued, price per share | $ 2.02 | $ 5.50 | ||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||
Securities Purchase Agreement Institutional Funds [Member] | Investment Bankers One [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Warrant to purchase common stock | 175 | |||||||||||||||||||
Shares issued, price per share | $ 2.10 | |||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||
Securities Purchase Agreement Institutional Funds [Member] | Investor [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Issued warrant | 208 | |||||||||||||||||||
Warrants strike price | $ 1.92 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Shares issued, price per share | $ 1.68 | $ 4 | ||||||||||||||||||
Private Placement [Member] | Ecoark Holdings Common Stock [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Common stock, shares issued | 2,500 | 2,500 | ||||||||||||||||||
Private Placement [Member] | Fair value warrants [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Issued warrant | 4,239 | |||||||||||||||||||
Option expiration date | Dec. 31, 2018 | |||||||||||||||||||
Strike price of option per share | $ 5 | |||||||||||||||||||
Private Placement [Member] | Institutional Investors [Member] | Fair value warrants [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Warrant to purchase common stock | 2,500 | 2,500 | ||||||||||||||||||
Consulting agreement [Member] | ||||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||||
Proceeds from units offered in private placement | $ 8,000 | |||||||||||||||||||
Warrants term | 5 years |
Stockholders' Equity (Defici_16
Stockholders' Equity (Deficit) (Details Textual 2) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2018 | Sep. 30, 2016 | Dec. 31, 2015 | May 31, 2014 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2016 | |
Employee Stock Option [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Options grant to purchase shares of common stock | 693 | |||||||||
Option issued for conversion of common stock | 659 | 250 | ||||||||
Option, description | The consolidated financial statements have been restated to reflect adjustments consisting of establishing derivative liabilities of $3,351, offset by a corresponding reduction of stockholders' equity (deficit) that includes reductions of $829 in accumulated deficit and $4,180 in additional paid-in-capital as of March 31, 2017. The Company uses the Black Scholes option pricing model for determining fair value of the warrants at the end of each period. As of March 31, 2018, the fair value of the derivative liabilities was $3,694. | |||||||||
Exercise price | $ 2.50 | $ 1.25 | ||||||||
Expected term | 10 years | |||||||||
Option vesting, description | In September 2016, the remaining vesting was accelerated to have those Options 100% vested. In 2016, the Company issued options to purchase 125 shares of stock at a strike price of $2.50 per share to a consultant. These options vested immediately and expire on March 31, 2018. In the Company's fourth quarter of 2016, an option holder forfeited 125 options and thus, at December 31, 2016, Options on 659 shares of the Company were outstanding with an adjusted exercise price of $2.50 | The Options were to 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. | ||||||||
Option outstanding | 1,318 | 659 | ||||||||
Additional options issued | 625 | |||||||||
Incentive Stock Plan [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Share-based compensation | $ 487 | |||||||||
Black Scholes Model [Member] | Employee Stock Option [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Stock price | $ 2.50 | |||||||||
Expected term | 10 years | |||||||||
Volatility | 55.00% | |||||||||
Discount rate | 0.25% | |||||||||
Sale of stock price per share | $ 2.50 | |||||||||
Black Scholes Model [Member] | Minimum [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Exercise price | 1.61 | |||||||||
Stock price | $ 1.61 | |||||||||
Expected term | 4 years | |||||||||
Volatility | 89.00% | |||||||||
Discount rate | 1.99% | |||||||||
Black Scholes Model [Member] | Maximum [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Exercise price | $ 3.76 | |||||||||
Stock price | $ 3.76 | |||||||||
Expected term | 10 years | |||||||||
Volatility | 103.00% | |||||||||
Discount rate | 2.65% | |||||||||
Non Qualified Stock Option [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Option, description | As described further in Note 12, the Company entered into a settlement agreement with a former consultant which provided for the issuance of options for 7 shares of common stock in addition to other terms. The options entitle the holders to purchase shares of common stock for $0.98 per share through November 2023 | |||||||||
Exercise price | $ 0.98 | |||||||||
Stock price | $ 0.98 | |||||||||
Expected term | 4 years | |||||||||
Volatility | 148.00% | |||||||||
Discount rate | 2.51% | |||||||||
Non Qualified Stock Option [Member] | Black Scholes Model [Member] | Minimum [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Exercise price | $ 2.10 | |||||||||
Stock price | $ 2.10 | |||||||||
Expected term | 4 years | |||||||||
Volatility | 95.00% | |||||||||
Discount rate | 2.22% | |||||||||
Non Qualified Stock Option [Member] | Black Scholes Model [Member] | Maximum [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Exercise price | $ 2.60 | |||||||||
Stock price | $ 2.60 | |||||||||
Expected term | 5 years 2 months 12 days | |||||||||
Volatility | 105.00% | |||||||||
Discount rate | 2.70% | |||||||||
Two Thousand And Thirteen Stock Incentive Plan [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Options grant to purchase shares of common stock | 94 | 5,500 | ||||||||
Option, description | Common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. | |||||||||
Share-based compensation costs | $ 487 | |||||||||
Omnibus Incentive Plan [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Options grant to purchase shares of common stock | 25 | |||||||||
Share-based compensation costs | $ 629 | |||||||||
Modification of Awards [Member] | ||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||
Options grant to purchase shares of common stock | 300 | 2,718 | ||||||||
Option issued for conversion of common stock | 300 | 2,926 |
Stockholders' Equity (Defici_17
Stockholders' Equity (Deficit) (Details Textual 3) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 19, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Stockholders' Equity (Deficit) (Textual) | |||||
Shares issued during the period, shares | 300 | ||||
Percentage of fair market value | 100.00% | ||||
Restricted Stock [Member] | |||||
Stockholders' Equity (Deficit) (Textual) | |||||
Vesting Period | 0 years | 2 months 12 days | |||
Unrecognized compensation cost related to non-vested RSUs | $ 314 | $ 314 | |||
Maximum [Member] | Black Scholes Model [Member] | |||||
Stockholders' Equity (Deficit) (Textual) | |||||
Expected term | 10 years | ||||
Exercise price | $ 3.76 | ||||
Stock price | $ 3.76 | ||||
Discount rate | 2.65% | ||||
Volatility | 103.00% | ||||
Minimum [Member] | Black Scholes Model [Member] | |||||
Stockholders' Equity (Deficit) (Textual) | |||||
Expected term | 4 years | ||||
Exercise price | $ 1.61 | ||||
Stock price | $ 1.61 | ||||
Discount rate | 1.99% | ||||
Volatility | 89.00% | ||||
Employee [Member] | |||||
Stockholders' Equity (Deficit) (Textual) | |||||
Shares issued during the period, shares | 300 | ||||
Exchange existing awards | 300 | ||||
Non Qualified Stock Option [Member] | |||||
Stockholders' Equity (Deficit) (Textual) | |||||
Option, description | As described further in Note 12, the Company entered into a settlement agreement with a former consultant which provided for the issuance of options for 7 shares of common stock in addition to other terms. The options entitle the holders to purchase shares of common stock for $0.98 per share through November 2023 | ||||
Share-based compensation costs for grants not yet recognized | $ 1,684 | ||||
Expected term | 4 years | ||||
Exercise price | $ 0.98 | ||||
Stock price | $ 0.98 | ||||
Discount rate | 2.51% | ||||
Volatility | 148.00% | ||||
Non Qualified Stock Option [Member] | Maximum [Member] | Black Scholes Model [Member] | |||||
Stockholders' Equity (Deficit) (Textual) | |||||
Expected term | 5 years 2 months 12 days | ||||
Exercise price | $ 2.60 | ||||
Stock price | $ 2.60 | ||||
Discount rate | 2.70% | ||||
Volatility | 105.00% | ||||
Non Qualified Stock Option [Member] | Minimum [Member] | Black Scholes Model [Member] | |||||
Stockholders' Equity (Deficit) (Textual) | |||||
Expected term | 4 years | ||||
Exercise price | $ 2.10 | ||||
Stock price | $ 2.10 | ||||
Discount rate | 2.22% | ||||
Volatility | 95.00% | ||||
Modification Of Awards [Member] | |||||
Stockholders' Equity (Deficit) (Textual) | |||||
Options grant to purchase shares | 300 | 2,718 | |||
Option issued for conversion of common stock | 300 | 2,926 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Continuing operations | $ 242 | $ 346 |
Discontinued operations | 96 | 25 |
Total | $ 338 | $ 371 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jan. 31, 2019 | Mar. 31, 2019 | |
Commitments and Contingencies (Textual) | ||
Lease expiration period, description | These leases expire at various dates through 2020. | |
Operating lease future minimum lease payments, 2020 | $ 127 | |
Royalties, Description | One of these agreements requires minimum annual payments of $50 until the last of the patents expire. | |
Settlement charges | $ 20 | |
Additional operating liabilities, description | The Company currently expects to recognize additional operating liabilities of approximately $121, with corresponding right of use assets of $112 based on the present value of the remaining minimum rental payments under leasing standards for existing operating leases. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at expected statutory rate | $ (2,867) | $ (10,343) |
State income taxes | 2 | 22 |
Permanent differences: | ||
Share-based compensation | 182 | 1,288 |
Goodwill impairment | 226 | |
Change in fair value of derivative liabilities | (664) | (3,261) |
Temporary differences: | ||
Share-based compensation | 546 | 2,289 |
Property and equipment | (48) | 399 |
Intangible assets | 640 | 232 |
Other adjustments | 42 | (66) |
Increase in valuation allowance | 2,169 | 9,214 |
Net income tax benefit |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate (benefit) | (21.00%) | (31.50%) |
Temporary differences | (3.50%) | (15.20%) |
Permanent differences | 8.60% | 24.80% |
Change in valuation allowance | 15.90% | 21.90% |
Effective Tax Rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 23,327 | $ 23,230 |
Depreciable and amortizable assets | 1,761 | 1,168 |
Share-based compensation | 3,586 | 2,858 |
Accrued liabilities | 57 | 58 |
Inventory reserve | 3 | |
Allowance for bad debts | 120 | 13 |
Change in fair value of derivative liabilities | (2,884) | (1,956) |
Effect of reduction in rate | (994) | |
Other | 381 | 328 |
Less: valuation allowance | (26,348) | (24,708) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes (Textual) | |||
Net operating loss carryforwards | |||
Valuation allowance increased | $ 1,640 | ||
Operating loss carryforwards, description | The Company has a net operating loss carryforward for tax purposes totaling approximately $98,293 at March 31, 2019, expiring through the year 2039. | ||
Operating loss carryforwards, expiration date | Mar. 31, 2029 | ||
Percentage of federal tax rate | 21.00% | 31.50% | |
Maximum [Member] | |||
Income Taxes (Textual) | |||
Percentage of federal tax rate | 35.00% | ||
Minimum [Member] | |||
Income Taxes (Textual) | |||
Percentage of federal tax rate | 21.00% |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended |
Mar. 31, 2019 | |
Sales [Member] | |
Concentrations (Textual) | |
Major customer definition as per company standards | The credit risk of customers, historical trends and other information. J. Terrence Thompson accounted for more than 10% of the Company's accounts receivable as of March, 2019 and 2018. |
Acquisition of 440labs (Details
Acquisition of 440labs (Details) - Labs [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | May 18, 2017 |
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 1,435 | |
Goodwill | $ 65 | 65 |
Total | $ 1,500 |
Acquisition of 440labs (Detai_2
Acquisition of 440labs (Details Textual) - shares | 1 Months Ended | |
May 23, 2017 | May 19, 2017 | |
Acquisition of 440labs (Textual) | ||
Number of shares exchange acquired in assets and liabilities | 300 | |
Sphereit Llc [Member] | ||
Acquisition of 440labs (Textual) | ||
Business acquisition, exchange of shares | 300 | |
Shares issued for company acquisition, description | Employment agreements pursuant to which each of the three executive employees received 100 shares of the Company's common stock and became employed by Zest Labs. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Warrant derivative liabilities | $ 3,160 | $ 9,316 |
Level 1 [Member] | ||
Warrant derivative liabilities | ||
Level 2 [Member] | ||
Warrant derivative liabilities | ||
Level 3 [Member] | ||
Warrant derivative liabilities | $ 3,104 | $ 3,694 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) shares in Thousands, $ in Thousands | Jul. 12, 2019 | Mar. 31, 2019 |
Subsequent Events (Textual) | ||
Additional credit facility | $ 905 | |
Gary Metzger [Member] | ||
Subsequent Events (Textual) | ||
Long-term debt - related parties | $ 328 | |
Note payable, interest rate | 10.00% | |
Debt instrument, maturity date | Jul. 30, 2020 | |
Subsequent Event [Member] | ||
Subsequent Events (Textual) | ||
Exercised Cashless | 4,277 | |
Warrants issued | 5,677 |