Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2019 | Feb. 10, 2019 | |
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-Q | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-53361 | |
Entity Incorporation State Country Code | NV | |
Entity Common Stock, Shares Outstanding | 73,067,732 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
CURRENT ASSETS | ||
Cash ($15 pledged as collateral for credit) | $ 106 | $ 244 |
Accounts receivable, net of allowance of $505 and $573 as of December 31, 2019 and March 31, 2019, respectively | 520 | |
Prepaid expenses and other current assets | 420 | 900 |
Current assets held for sale | 23 | |
Total current assets | 526 | 1,687 |
NON-CURRENT ASSETS | ||
Goodwill | 3,223 | |
Property and equipment, net | 608 | 824 |
Other assets | 25 | 27 |
Total non-current assets | 3,856 | 851 |
TOTAL ASSETS | 4,382 | 2,538 |
CURRENT LIABILITIES | ||
Accounts payable | 314 | 1,416 |
Accrued liabilities | 774 | 828 |
Notes payable | 2,435 | 1,350 |
Notes payable - related parties | 403 | |
Warrant derivative liabilities | 3,759 | 3,104 |
Current liabilities held for sale | 34 | |
Total current liabilities | 7,685 | 6,732 |
NON-CURRENT LIABILITIES | ||
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 7,685 | 6,732 |
STOCKHOLDERS' DEFICIT (Numbers of shares rounded to thousands) | ||
Preferred stock value | ||
Common stock, $0.001 par value; 100,000 shares authorized, 69,146 shares issued and 68,560 shares outstanding as of December 31, 2019 and 52,571 shares issued and 51,986 shares outstanding as of March 31, 2019 | 69 | 53 |
Additional paid-in-capital | 125,681 | 113,310 |
Accumulated deficit | (127,382) | (115,886) |
Treasury stock, at cost | (1,671) | (1,671) |
Total stockholders' deficit | (3,303) | (4,194) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 4,382 | 2,538 |
Series B convertible preferred [Member] | ||
STOCKHOLDERS' DEFICIT (Numbers of shares rounded to thousands) | ||
Preferred stock value | ||
Series C convertible preferred [Member] | ||
STOCKHOLDERS' DEFICIT (Numbers of shares rounded to thousands) | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Pledged as collateral for credit | $ 15 | $ 15 |
Accounts receivable, net of allowance | $ 505 | $ 573 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized | 5,000 | |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 69,146 | 52,571 |
Common stock, shares outstanding | 68,560 | 51,986 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 2 | |
Preferred stock, shares outstanding | 8 | |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 1 | |
Preferred stock, shares outstanding | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONTINUING OPERATIONS: | ||||
REVENUES | $ 44 | $ 15 | $ 123 | $ 1,054 |
COST OF REVENUES | 13 | 17 | 74 | 653 |
GROSS PROFIT (LOSS) | 31 | (2) | 49 | 401 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 2,232 | 1,943 | 5,464 | 6,527 |
Depreciation, amortization, and impairment | 68 | 306 | 216 | 924 |
Research and development | 424 | 900 | 2,109 | 2,541 |
Total operating expenses | 2,724 | 3,149 | 7,789 | 9,992 |
Loss from continuing operations before other expenses | (2,693) | (3,151) | (7,740) | (9,591) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | (2,376) | 1,587 | (2,392) | 2,623 |
Loss on exchange of warrants for common stock | (220) | (1,059) | ||
Gain on sale of equipment | 16 | 16 | ||
(Interest expense), net of interest income | (188) | (362) | (323) | (369) |
Total other income (expense) | (2,768) | 1,225 | (3,758) | 2,254 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (5,461) | (1,926) | (11,498) | (7,337) |
DISCONTINUED OPERATIONS: | ||||
Loss from discontinued operations | (757) | (1,923) | ||
Gain on disposal of discontinued operations | 2 | |||
Total discontinued operations | (757) | 2 | (1,923) | |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (5,461) | $ (2,683) | $ (11,496) | $ (9,260) |
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.08) | $ (0.04) | $ (0.19) | $ (0.14) |
Discontinued operations | (0.01) | (0.04) | ||
Total | $ (0.08) | $ (0.05) | $ (0.19) | $ (0.18) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 67,540 | 51,974 | 61,342 | 50,489 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock | Total |
Balances at Mar. 31, 2018 | $ 49 | $ 4,780 |
Balances, shares at Mar. 31, 2018 | 49,468 | |
Share-based compensation | $ 1 | 1,087 |
Share-based compensation, shares | 65 | |
Shares purchased from employees in lieu of taxes | (23) | |
Net loss for the period | (3,227) | |
Balance at Jun. 30, 2018 | $ 50 | 2,617 |
Balance, shares at Jun. 30, 2018 | 49,533 | |
Shares issued | $ 3 | 1,649 |
Shares issued, shares | 2,969 | |
Share-based compensation | 1,014 | |
Share-based compensation, shares | 35 | |
Shares purchased from employees in lieu of taxes | (19) | |
Net loss for the period | (3,350) | |
Balance at Sep. 30, 2018 | $ 53 | 1,911 |
Balance, shares at Sep. 30, 2018 | 52,537 | |
Share-based compensation | 810 | |
Share-based compensation, shares | 34 | |
Shares purchased from employees in lieu of taxes | (11) | |
Net loss for the period | (2,683) | |
Balance at Dec. 31, 2018 | $ 53 | 27 |
Balance, shares at Dec. 31, 2018 | 52,571 | |
Balances at Mar. 31, 2019 | $ 53 | (4,194) |
Balances, shares at Mar. 31, 2019 | 52,571 | |
Shares issued - Trend Holdings acquisition | $ 5 | 3,236 |
Shares issued - Trend Holdings acquisition, shares | 5,500 | |
Share-based compensation | 582 | |
Net loss for the period | (1,646) | |
Balance at Jun. 30, 2019 | $ 58 | (2,022) |
Balance, shares at Jun. 30, 2019 | 58,071 | |
Shares issued in exchange for warrants | $ 4 | 3,293 |
Shares issued in exchange for warrants, shares | 4,277 | |
Shares issued for services rendered | $ 1 | 211 |
Shares issued for services rendered, shares | 300 | |
Preferred stock issuance for cash | 404 | |
Preferred stock issuance for cash, shares | ||
Share-based compensation | 630 | |
Share-based compensation, shares | ||
Net loss for the period | (4,389) | |
Balance at Sep. 30, 2019 | $ 63 | (1,873) |
Balance, shares at Sep. 30, 2019 | 62,648 | |
Shares issued in exchange for warrants | $ 2 | 2,186 |
Shares issued in exchange for warrants, shares | 2,242 | |
Shares issued for services rendered | 253 | |
Shares issued for services rendered, shares | 248 | |
Shares issued for services to be rendered | 247 | |
Shares issued for services to be rendered, shares | 247 | |
Preferred stock issuance for cash | (107) | |
Preferred stock issuance for cash, shares | ||
Share-based compensation | 1,345 | |
Share-based compensation, shares | ||
Preferred shares converted to common | $ 4 | |
Preferred shares converted to common, shares | 3,761 | |
Net loss for the period | (5,461) | |
Balance at Dec. 31, 2019 | $ 69 | $ (3,303) |
Balance, shares at Dec. 31, 2019 | 69,146 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (11,496) | $ (9,260) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 216 | 924 |
Share-based compensation shares issued for services rendered | 463 | 305 |
Share-based compensation options - non-employees | 806 | |
Share-based compensation - employees | 1,750 | 2,604 |
Change in fair value of derivative liabilities | 2,392 | (2,623) |
Loss on exchange of warrants for common stock | 1,059 | |
Interest expense on warrant derivative liabilities | 107 | |
Commitment fees on credit facility advances | 38 | |
Loss from discontinued operations | 1,923 | |
Gain on sale of assets | (16) | |
Gain on sale of discontinued operations | (2) | |
Cash acquired in acquisition | 3 | |
Changes in assets and liabilities: | ||
Accounts receivable | 520 | 1,372 |
Inventory | 4 | |
Prepaid expenses and other current assets | 760 | 58 |
Other assets | 3 | |
Accounts payable | (1,102) | (943) |
Accrued liabilities | (90) | (174) |
Net cash used in operating activities of continuing operations | (4,589) | (5,810) |
Net cash used in discontinued operations | (1,472) | |
Net cash used in operating activities | (4,589) | (7,282) |
Cash flows from investing activities: | ||
Proceeds from sale of Magnolia Solar | 5 | |
Proceeds from sale of assets | 16 | |
Purchases of property and equipment | (21) | |
Net cash provided by (used in) investing activities of continuing operations | 21 | (21) |
Net cash used in investing activities of discontinued operations | (249) | |
Net cash provided by (used in) investing activities | 21 | (270) |
Cash flows from financing activities: | ||
Proceeds from credit facility | 1,047 | 1,000 |
Advances from related parties | 403 | |
Proceeds from issuance of preferred stock and warrants, net of fees | 2,980 | |
Proceeds from issuance of common stock, net of fees | 4,221 | |
Repayment of debt | (500) | |
Purchase of treasury shares from employees for tax withholdings | (53) | |
Net cash provided by financing activities | 4,430 | 4,668 |
NET DECREASE IN CASH | (138) | (2,884) |
Cash - beginning of period | 244 | 3,730 |
Cash - end of period | 106 | 846 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 366 | |
Cash paid for income taxes | ||
SUMMARY OF NONCASH ACTIVITIES: | ||
Exchange of common stock for warrants | 5,479 | |
Assets acquired via acquisition of Trend Discovery Holdings, Inc.: | ||
Receivables | 10 | |
Other assets | 248 | |
Goodwill | $ 3,223 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Ecoark Holdings, Inc. Trend Discovery Holdings, LLC Ecoark, Inc. Zest Labs, Inc. Pioneer Products, LLC 440IoT Inc. Sable Polymer Solutions, LLC Magnolia Solar Inc. Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Reclassifications The Company has reclassified certain amounts in the December 31, 2018 condensed consolidated financial statements to be consistent with the December 31, 2019 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the nine months ended December 31, 2018. Segment Information The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280-10 Segment Reporting. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("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. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. There were other updates recently issued which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact, if any 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 $127,340 since inception. The accumulated deficit together with losses of $11,454 for the nine months ended December 31, 2019, and net cash used in operating activities in the nine months ended December 31, 2019 of $4,589, have resulted in the uncertainty of the Company's ability to continue as a going concern. These condensed consolidated financial statements of the Company have been prepared assuming 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 has raised additional capital through various offerings in addition to a credit facility. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing and the successful development of the Company's strategic plan to achieve profitability are necessary for the Company to continue operations. There can be no assurance that such capital will be available or on terms acceptable to the Company. The Company intends to further develop its product offerings and customer bases and has opportunities from the Trend Holdings acquisition. The Company's plans to achieve profitability include evaluating the cost structure and processes of its operations, both at the margin and operating expense levels, as well as pursuing additional strategic acquisitions and dispositions. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern as determined by management. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2: DISCONTINUED OPERATIONS As a result of receiving letters of intent for the sale of key assets of Sable, Pioneer and Magnolia Solar, and the approval by the Company's Board in May 2018 to sell the assets, those assets were included in assets held for sale and their operations included in discontinued operations. All discontinued operations have been sold or ceased operations by December 31, 2019, so there are no remaining assets or liabilities of the 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 condensed consolidated balance sheet as of March 31, 2019 consisted of the following: Other current assets $ 23 Current assets – held for sale $ 23 Accounts payable $ 23 Accrued liabilities 11 Current liabilities – held for sale $ 34 Major line items constituting loss from discontinued operations in the condensed consolidated statements of operations consisted of the following: Nine months ended 2019 2018 Revenue $ - $ 7,941 Cost of revenue - 8,448 Gross loss - (507 ) Operating expenses - 1,416 Loss from discontinued operations $ - $ (1,923 ) Non-cash expenses $ - $ 451 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 condensed consolidated statements of operations. Non-cash expenses above consist principally of depreciation, amortization and impairment expense. Capital expenditures of discontinued operations were principally at Sable and amounted to $0 and $249 for the nine months ended December 31, 2019 and 2018, respectively. |
Restatements
Restatements | 9 Months Ended |
Dec. 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 restated 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 derivative 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 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 notes to the financial statements referred to below that were included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019 were impacted. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. 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 Statement of Operations and Consolidated Statement of Cashflows for the periods ended December 31, 2018 to the corresponding restated consolidated financial statements for those periods. CONSOLIDATED BALANCE SHEET December 31, Restatement December 31, 2018 Adjustments 2018 (As Reported) (Restated) ASSETS CURRENT ASSETS Cash ($35 pledged as collateral for credit) $ 846 $ 846 Accounts receivable, net of allowance of $87 1,245 1,245 Prepaid expenses and other current assets 207 207 Current assets held for sale 617 617 Total current assets 2,915 2,915 NON-CURRENT ASSETS Property and equipment, net 2,132 2,132 Intangible assets, net 1,130 1,130 Non-current assets held for sale 820 820 Other assets 27 27 Total non-current assets 4,109 4,109 TOTAL ASSETS $ 7,024 $ 7,024 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,427 $ 1,427 Accrued liabilities 919 919 Note payable 1,000 1,000 Warrant derivative liabilities - $ 3,641 3,641 Current liabilities held for sale 10 10 Total current liabilities 3,356 3,641 6,997 COMMITMENTS AND CONTINGENCIES Total liabilities 3,356 3,641 6,997 STOCKHOLDERS' EQUITY (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 53 53 Additional paid-in-capital 129,550 (16,409 ) 113,141 Accumulated deficit (124,264 ) 12,768 (111,496 ) Treasury stock, at cost (1,671 ) (1,671 ) Total stockholders' equity 3,668 (3,641 ) 27 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,024 $ - $ 7,024 CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended Nine Months Ended December 31, 2018 December 31, 2018 (As Reported) Restatement Adjustments (Restated) (As Reported) Restatement Adjustments (Restated) CONTINUING OPERATIONS: REVENUES $ 15 $ 15 $ 1,054 $ 1,054 COST OF REVENUES 17 17 653 653 GROSS PROFIT (LOSS) (2 ) (2 ) 401 401 OPERATING EXPENSES: Selling, general and administrative 1,943 1,943 6,527 6,527 Depreciation, amortization, and impairment 306 306 924 924 Research and development 900 900 2,541 2,541 Total operating expenses 3,149 3,149 9,992 9,992 Loss from continuing operations before other expenses (3,151 ) (3,151 ) (9,591 ) (9,591 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liability $ 1,587 $ 1,587 $ 2,623 2,623 (Interest expense), net of interest income (362 ) (362 ) (369 ) (369 ) Total other expenses (362 ) 1,587 1,225 (369 ) 2,623 2,254 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (3,513 ) 1,587 (1,926 ) (9,960 ) 2,623 (7,337 ) DISCONTINUED OPERATIONS: Loss from discontinued operations (757 ) (757 ) (1,923 ) (1,923 ) Gain on disposal of discontinued operations - - - - Total discontinued operations (757 ) (757 ) (1,923 ) (1,923 ) PROVISION FOR INCOME TAXES - - - - NET LOSS $ (4,270 ) 1,587 $ (2,683 ) $ (11,883 ) 2,623 $ (9,260 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.07 ) $ (0.04 ) $ (0.20 ) $ (0.14 ) Discontinued operations (0.01 ) (0.01 ) (0.04 ) (0.04 ) Total $ (0.08 ) $ (0.05 ) $ (0.24 ) $ (0.18 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 51,974 51,974 50,489 50,489 CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended December 31, 2018 As Restatement Adjustments Restated Cash flows from operating activities: Net loss $ (11,883 ) $ 2,623 $ (9,260 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 924 924 Shares of common stock issued for services rendered 305 305 Share-based compensation – stock – employees 2,604 2,604 Loss from discontinued operations 1,923 1,923 Change in fair value of derivative liabilities - (2,623 ) (2,623 ) Changes in assets and liabilities: Accounts receivable 1,372 1,372 Inventory 4 4 Prepaid expenses 13 13 Other current assets 45 45 Accounts payable (943 ) (943 ) Accrued liabilities (174 ) (174 ) Net cash used in operating activities of continuing operations (5,810 ) (5,810 ) Net cash used in discontinued operations (1,472 ) (1,472 ) Net cash used in operating activities (7,282 ) (7,282 ) Cash flows from investing activities: Purchases of property and equipment (21 ) (21 ) Net cash used in investing activities of continuing operations (21 ) (21 ) Net cash used in investing activities of discontinued operations (249 ) (249 ) Net cash used in investing activities (270 ) (270 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 4,221 4,221 Proceeds from credit facility 1,000 1,000 Repayment of debt (500 ) (500 ) Purchase of treasury shares from employees for tax withholdings (53 ) (53 ) Net cash provided by financing activities 4,668 4,668 NET DECREASE IN CASH (2,884 ) (2,884 ) Cash - beginning of period 3,730 3,730 Cash - end of period $ 846 $ 846 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 366 $ 366 Cash paid for income taxes $ - $ - |
Revenue
Revenue | 9 Months Ended |
Dec. 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: Three Months Ended Nine Months Ended December 31, December 31, 2019 2018 2019 2018 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue : Professional services $ 44 $ - $ 95 $ 1,000 Software as a Service - 15 28 54 $ 44 $ 15 $ 123 $ 1, 054 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5: PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, 2019 March 31, 2019 (Unaudited) Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Machinery and equipment 200 200 Total property and equipment 2,915 2,915 Accumulated depreciation and impairment (2,307 ) (2,091 ) Property and equipment, net $ 608 $ 824 Depreciation expense for the nine months ended December 31, 2019 and 2018 was $216 and $509, respectively. Depreciation expense for the three months ended December 31, 2019 and 2018 was $68 and $167, respectively. Property and equipment for Sable was reclassified as assets held for sale as more fully described in Note 2 and accordingly depreciation expense for Sable through May 2018 was included in the loss from discontinued operations. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6: INTANGIBLE ASSETS Intangible assets consisted of the following: December 31, March 31, (Unaudited) Goodwill $ 3,223 $ - Patents 1,013 1,013 Outsourced vendor relationships 1,017 1,017 Non-compete agreements 340 340 Total intangible assets 5,593 2,370 Accumulated amortization and impairment (2,370 ) (2,370 ) Intangible assets, net $ 3,223 $ - The goodwill was recorded as part of the acquisition of Trend Holdings more fully described in Note 15. The patents were recorded as part of the acquisition of Zest Labs. The outsourced vendor relationships and non-compete agreements were recorded as part of the acquisition of 440labs, Inc. The intangible assets of Zest Labs and 440labs, Inc. were fully impaired as of March 31, 2019. Amortization expense for the nine months ended December 31, 2019 and 2018 was $0 and $415, respectively. Amortization expense for the three months ended December 31, 2019 and 2018 was $0 and $139, respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 7: ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, March 31, (Unaudited) Vacation and paid time off $ 191 $ 345 Professional fees and consulting 91 150 Interest 239 11 Unbilled receipts 158 - Compensation 50 50 Lease liability 17 95 Legal fees - 108 Other 28 69 $ 774 $ 828 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 9 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 8: WARRANT DERIVATIVE LIABILITIES As described in Note 3, 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. On October 28, 2019, the Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The fair value of the shares issued was $2,186, and the fair value of the warrants was $1,966 resulting in a loss of $220 that was recognized on the exchange. 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 July 12, 2019, the March and August 2018 warrants were exchanged for 4,277 shares of Company common stock, and all of those warrants were extinguished. The fair value of the shares issued was $3,293, and the fair value of the warrants was $2,455 resulting in a loss of $839 that was recognized on the exchange. As described further in Note 12 below, on August 22, 2019 the Company issued warrants that can be exercised in exchange for 3,922 shares of Company common stock to investors that invested in shares of Company preferred stock. The fair value of those warrants was estimated to be $1,576 at inception and $2,812 as of December 31, 2019. And on November 11, 2019 the Company issued warrants that can be exercised to purchase a number of shares of common stock of the Company equal to the number of shares of common stock issuable upon conversion of the Series C Preferred Stock purchased by the investors. The fair value of those warrants was estimated to be $1,107 at inception and $947 as of December 31, 2019. The accounting treatment for those warrants and the related issuance was consistent with that described in this note and in Note 3, except that $107 of interest expense was recorded related to the fair value of the warrants at inception that exceeded the proceeds received for the preferred stock on November 11, 2019. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2019. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used in December 31, 2019 and March 31, 2019 and at inception: Nine Months Ended Year Ended December 31, March 31, Inception Expected term 4.67 - 4.92 years 3.00 - 4.42 years 5.00 years Expected volatility 97 % 96 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 1.69 % 2.23 % 1.50% - 2.77 % The Company's derivative liabilities associated with the warrants are as follows: December 31, March 31, Inception Fair value of 1,000 March 17, 2017 warrants $ - $ 256 $ 4,609 Fair value of 1,850 May 22, 2017 warrants - 505 7,772 Fair value of 2,565 March 16, 2018 warrants - 1,040 3,023 Fair value of 2,969 August 14, 2018 warrants - 1,303 2,892 Fair value of 3,922 August 22, 2019 warrants 2,812 - 1,576 Fair value of 1,379 November 11, 2019 warrants 947 - 1,107 $ 3,759 $ 3,104 During the nine months ended December 31, 2019 and 2018 the Company recognized changes in the fair value of the derivative liabilities of $(2,392) and $2,623, respectively. As described in Note 12 below, the March and August 2018 warrants were exchanged for 4,277 shares of Company common stock and thus were no longer outstanding as of December 31, 2019. The March and May 2017 warrants were exchanged for 2,243 shares of Company common stock in October 2019. Activity related to the warrant derivative liabilities for the nine months ended December 31, 2019 is as follows: Beginning balance as of March 31, 2019 $ 3,104 Issuances of warrants – derivative liabilities 2,683 Warrants exchanged for common stock (4,420 ) Change in fair value of warrant derivative liabilities 2,392 Ending balance as of December 31, 2019 $ 3,759 As described further in Note 19 below, on January 26, 2020, the Company entered into letter agreements with accredited institutional investors holding the warrants issued with the Company's Series B Convertible Preferred Stock on August 21, 2019. Pursuant to the agreements, the investors agreed to a cash exercise of 3,921 of the warrants at a price of $0.51 in consideration for the receipt of replacement warrants to purchase 5,882 of the Company's common stock at $0.90. The investors also agreed to eliminate language within the replacement warrants that would require the Company to carry a derivative liability on its balance sheet for the newly issued replacement warrants. On January 27, 2020, the Company received approximately $2,000 in cash from the exercise of the warrants and issued the replacement warrants to the investors, which have an exercise price of $0.90 and may be exercised within five years of issuance. |
Notes Payable
Notes Payable | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9: NOTES 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 demand notes 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, resulting in a balance of $1,350 at March 31, 2019. An additional $1,047 was advanced during the nine months ended December 31, 2019. Including $38 of commitment fees, the balance of the notes payable is $2,435 at December 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 pays 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 and are netted from proceeds advanced and are recorded as interest expense. 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. Interest expense on the notes for the three and nine months ended December 31, 2019 was $71 and $193, respectively. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 9 Months Ended |
Dec. 31, 2019 | |
Notes Payable Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 10: NOTES PAYABLE - RELATED PARTIES A board member advanced $328 to the Company through December 31, 2019, under the terms of a note payable that bears 10% simple interest per annum, and the principal balance along with accrued interest is payable July 30, 2020 or upon demand. Interest expense on the note for the nine months ended December 31, 2019 was $18. William B. Hoagland, Principal Financial Officer, advanced $30 to the Company in May 2019 pursuant to a note with the same terms as the note with the board member. Randy May, CEO, advanced $45 to the Company in August 2019 pursuant to a note with the same terms as the note with the board member. Interest expense on both of these notes was not material. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 11: LONG-TERM DEBT The Company had a secured convertible promissory note ("convertible note") bearing interest at 10% per annum, entered into on January 10, 2017 for $500 with the principal due in one lump sum payment on or before July 10, 2018. The principal along with accrued interest of $11 was paid on July 2, 2018. Interest expense on debt for the nine months ended December 31, 2019 and 2018 was $0 and $12, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 12: STOCKHOLDERS' DEFICIT Ecoark Holdings Preferred Stock On March 18, 2016, the Company created 5,000 shares of "blank check" preferred stock, par value $0.001. On August 21, 2019 (the "Effective Date"), the Company and two accredited investors entered into a Securities Purchase Agreement pursuant to which the Company sold and issued to the investors an aggregate of 2 shares of Series B Convertible Preferred Stock, par value $0.001 per share at a price of $1,000 per share. Pursuant to the Securities Purchase Agreement, the Company issued to each investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock purchased by the investor. Each Warrant has an exercise price equal to $0.51, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock on the 11 month anniversary of the closing date of the offering is less than $0.51, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series B Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $0.51 conversion price. The Company also agreed to amend the current exercise price of the warrants that the investors received in connection with the Securities Purchase Agreements dated March 14, 2017 (the "March Warrants") and May 22, 2017 (the "May Warrants" and, together with the March Warrants, the "Existing Securities"). The Existing Securities have a current exercise price of $0.59, which was amended from $2.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $0.51 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. Each share of the Series B Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.51, subject to certain limitations and adjustments (the "Conversion Price"). The Company received gross proceeds from the Private Placement of $2,000, before deducting transaction costs, fees and expenses payable by the Company. The Company intends to use the net proceeds of the Private Placement to support the Company's general working capital requirements. As required by the Securities Purchase Agreement, each director and officer of the Company has previously entered into a lock-up agreement with the Company whereby each director and officer has agreed that during the period commencing from the Effective Date until 120 days after the Effective Date, such director or officer will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of or enter into any transaction to dispose of, or establish or increase a put position or liquidate or decrease a call position, with respect to any share of Common Stock or securities convertible, exchangeable or exercisable into, shares of Common Stock. On August 21, 2019, the Company issued 300 shares of common stock to advisors that assisted with the securities purchase agreement and exchange agreement. On October 15, 2019, nearly all the Series B Preferred Stock shares were converted into 3,761 shares of Common Stock. On November 11, 2019, the Company and two accredited investors entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company sold and issued to the investors an aggregate of 1 share of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), at a price of $1,000 per share (the "Private Placement"). Pursuant to the Securities Purchase Agreement, the Company issued to each investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock purchased by the Investor. Each Warrant has an exercise price equal to $0.73, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock for the five trading days prior to July 22, 2020 is less than $0.73, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series C Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series C Convertible Preferred Stock based on the $0.73 conversion price. Each share of the Series C Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.73, subject to certain limitations and adjustments (the "Conversion Price"). The Company received gross proceeds from the Private Placement of $1,000. The Company intends to use the net proceeds of the Private Placement to support the Company's general working capital requirements. As required by the Securities Purchase Agreement, each director and officer of the Company has previously entered into a lock-up agreement with the Company whereby each director and officer has agreed that during the period commencing from the Effective Date until 120 days after the Effective Date, such director or officer will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of or enter into any transaction to dispose of, or establish or increase a put position or liquidate or decrease a call position, with respect to any share of Common Stock or securities convertible, exchangeable or exercisable into, shares of Common Stock. Ecoark Holdings Common Stock The Company has 100,000 shares of common stock, par value $0.001 which were authorized on March 18, 2016. The Company has outstanding warrants as of December 31, 2019 that are exercisable into 7,657 shares of common stock. On July 12, 2019, the Company entered into an exchange agreement with investors that are the holders of March and August 2018 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, the March and August 2018 warrants for 5,677 shares were extinguished. The fair value of the shares issued was $3,293, and the fair value of the warrants was $2,455 resulting in a loss of $839 that was recognized on the exchange. On August 21, 2019, the Company issued 300 shares to advisors that assisted with the securities purchase agreement and exchange agreement. On October 15, 2019, nearly all the Series B Preferred Stock shares were converted into 3,761 shares of Common Stock. On October 28, 2019, the Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The fair value of the shares issued was $2,186, and the fair value of the warrants was $1,966 resulting in a loss of $220 that was recognized on the exchange. On October 31, 2019, the Company issued 120 shares of common stock for services rendered. On December 20, 2019, the Company issued 128 shares of common stock for services rendered. A loss of $100 was recognized related to the issuance of the 248 shares. On December 24, 2019, the Company issued 247 shares of common stock for services to be rendered in 2020. Share-based Compensation Share-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of operations as follows: 2013 2017 Non-Qualified Common Stock Total Nine months ended December 31, 2019 Directors $ - $ 200 $ 279 $ - $ 479 Employees - 500 1,250 - 1,750 Services - 175 152 463 790 $ - $ 875 $ 1,681 $ 463 $ 3,019 Nine months ended December 31, 2018 Directors $ - $ 300 $ - $ - $ 300 Employees 319 565 1,720 - 2,604 Services - 5 - - 5 $ 319 $ 870 1,720 $ - $ 2,909 |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13: INCOME TAXES The Company has a net operating loss carryforward for tax purposes totaling approximately $107,780 at December 31, 2019. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts. The provision (benefit) for income taxes for the nine months ended December 31, 2019 and 2018 differs from the amount expected as a result of applying statutory tax rates to the losses before income taxes principally due to establishing a valuation allowance to fully offset the potential income tax benefit. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required taxable income is uncertain, the Company has recorded a full valuation allowance against deferred tax assets. The Company's deferred tax assets are summarized as follows: December 31, March 31, (Unaudited) Net operating loss carryover $ 22,634 $ 23,327 Depreciable and amortizable assets 1,717 1,761 Share-based compensation 4,071 3,586 Accrued liabilities 57 57 Allowance for bad debts 106 120 Warrant derivative liabilities (789 ) (2,884 ) Other 382 381 Total 28,178 26,348 Less: valuation allowance (28,178 ) (26,348 ) Net deferred tax asset $ - $ - After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2019 and March 31, 2019, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance increased by $1,830 in the nine months ended December 31, 2019. The Company has not identified any uncertain tax positions and has not received any significant notices from tax authorities. |
Concentrations
Concentrations | 9 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 14: 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 Trend Discovery
Acquisition of Trend Discovery Holdings, Inc. | 9 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION OF TREND DISCOVERY HOLDINGS, INC. | NOTE 15: ACQUISITION OF TREND DISCOVERY HOLDINGS, INC. On May 31, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Trend Discovery Holdings Inc., a Delaware corporation ("Trend Holdings") for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the "Merger"). The Merger was completed as agreed in the Merger Agreement, the Company is the surviving entity in the Merger and the separate corporate existence of Trend Holdings has ceased to exist. Pursuant to the Merger, each of the 1,000 issued and outstanding shares of common stock of Trend Holdings was converted into 5,500 shares of the Company's common stock. No cash was paid relating to the acquisition. The Company acquired the assets and liabilities noted below in exchange for the 5,500 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 (subject to adjustment): Cash $ 3 Receivables 10 Other assets 1 Goodwill 3,223 $ 3,237 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Trend Holdings, we may engage a third-party independent valuation specialist, however as of the date of this report, the valuation has not been undertaken. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of May 31, 2019. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) finalization of the valuations and useful lives for intangible assets; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The Company expects the purchase price allocations for the acquisition of Trend Holdings to be completed by the end of the fourth quarter of fiscal 2020. The Company estimated the fair value of the Company's shares issued on a preliminary basis based on an average of quoted market value. The goodwill is not expected to be deductible for tax purposes. The following table shows pro-forma results for the nine months ended December 31, 2019 and 2018, as if the acquisition had occurred on April 1, 2018. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Trend Holdings and the Company. Nine Months Ended December 31, 2019 2018 (Unaudited) (Unaudited) Revenues $ 134 $ 1,109 Net loss $ (11,494 ) (8,884 ) Net loss per share $ (0.18 ) $ (0.16 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16: 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, 2020 or any individual fiscal quarter. On October 22, 2018, the Court issued an order setting a trial date of June 1, 2020. The Court has also set deadlines for dispositive motions on February 28, 2020, and a pretrial hearing on May 21, 2020. 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. Operating Leases The Company leased operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. There are $17 of remaining lease obligations as of December 31, 2019 for the only remaining lease whose term ended in December. That obligation will offset the security deposit of $25, resulting in no additional lease obligations in 2020. Rent expense was as follows for the nine months ended December 31: 2019 2018 Continuing operations $ 171 $ 181 Discontinued operations - 207 Total $ 171 $ 388 Rent expense of continuing operations for the three months ended December 31, 2019 and 2018 was $49 and $70, respectively. On adoption of ASC 842 Leases |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 17: 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 periods ended December 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 warrant derivative liabilities disclosed in Note 8 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: Level 1 Level 2 Level 3 December 31, 2019 Warrant derivative liabilities - - $ 3,759 March 31, 2019 Warrant derivative liabilities - - $ 3,104 |
Segment Information
Segment Information | 9 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 18: SEGMENT INFORMATION The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information Nine Months Ended December 31, 2019 Trend Holdings Zest Labs Total Segmented operating revenues $ 95 $ 124 $ 219 Cost of revenues - 128 128 Gross profit (loss) 95 (4 ) 91 Total operating expenses net of depreciation, amortization, and impairment 406 7,167 7,573 Depreciation and amortization - 216 216 Other expense - 3,758 3,758 Loss from continuing operations $ (311 ) $ (11,145 ) $ (11,456 ) Three Months Ended December 31, 2019 Trend Holdings Zest Labs Total Segmented operating revenues $ 44 $ 96 $ 140 Cost of revenues - 67 67 Gross profit 44 29 73 Total operating expenses net of depreciation, amortization, and impairment 206 2.450 2.656 Depreciation and amortization - 68 68 Other expense - 2,768 2,768 Loss from continuing operations $ (162 ) $ (5,257 ) $ (5,419 ) Segmented assets as of December 31, 2019 Property and equipment, net $ - $ 608 $ 608 Intangible assets, net $ 3,223 $ - $ 3,223 Capital expenditures $ - $ - $ - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19: SUBSEQUENT EVENTS On January 26, 2020, the Company entered into letter agreements (the "Letter Agreements") with accredited institutional investors (the "Investors") holding the warrants issued with the Company's Series B Convertible Preferred Stock on August 21, 2019 (the "Warrants"). Pursuant to the Letter Agreements, the Investors agreed to a cash exercise of 3,921 of the Warrants at a price of $0.51 in consideration for the receipt of replacement warrants (the "Replacement Warrants") to purchase 5,882 of the Company's common stock at $0.90. In the Letter Agreements, the Company agreed to a stand still from issuing common shares for 100 days from the date of the Agreements. The Investors also agreed to eliminate language within the Replacement Warrants that would require the Company to carry a derivative liability on its balance sheet for the newly issued Replacement Warrants. On January 27, 2020, the Company received approximately $2,000 in cash from the exercise of the Warrants and issued the Replacement Warrants to the Investors, which have an exercise price of $0.90 and may be exercised within five years of issuance. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the December 31, 2018 condensed consolidated financial statements to be consistent with the December 31, 2019 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the nine months ended December 31, 2018. |
Segment Information | Segment Information The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280-10 Segment Reporting. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("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. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. There were other updates recently issued which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact, if any 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 $127,382 since inception. The accumulated deficit together with losses of $11,496 for the nine months ended December 31, 2019, and net cash used in operating activities in the nine months ended December 31, 2019 of $4,589, have resulted in the uncertainty of the Company's ability to continue as a going concern. These condensed consolidated financial statements of the Company have been prepared assuming 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 has raised additional capital through various offerings in addition to a credit facility. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing and the successful development of the Company's strategic plan to achieve profitability are necessary for the Company to continue operations. There can be no assurance that such capital will be available or on terms acceptable to the Company. The Company intends to further develop its product offerings and customer bases and has opportunities from the Trend Holdings acquisition. The Company's plans to achieve profitability include evaluating the cost structure and processes of its operations, both at the margin and operating expense levels, as well as pursuing additional strategic acquisitions and dispositions. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern as determined by management. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations of consolidated balance sheets | Other current assets $ 23 Current assets – held for sale $ 23 Accounts payable $ 23 Accrued liabilities 11 Current liabilities – held for sale $ 34 |
Schedule of loss from discontinued operations in the condensed consolidated statements | Nine months ended 2019 2018 Revenue $ - $ 7,941 Cost of revenue - 8,448 Gross loss - (507 ) Operating expenses - 1,416 Loss from discontinued operations $ - $ (1,923 ) Non-cash expenses $ - $ 451 |
Restatements (Tables)
Restatements (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Restatement [Abstract] | |
Schedule of restated consolidated balance sheets and consolidated statements of operations and cashflows | CONSOLIDATED BALANCE SHEET December 31, Restatement December 31, 2018 Adjustments 2018 (As Reported) (Restated) ASSETS CURRENT ASSETS Cash ($35 pledged as collateral for credit) $ 846 $ 846 Accounts receivable, net of allowance of $87 1,245 1,245 Prepaid expenses and other current assets 207 207 Current assets held for sale 617 617 Total current assets 2,915 2,915 NON-CURRENT ASSETS Property and equipment, net 2,132 2,132 Intangible assets, net 1,130 1,130 Non-current assets held for sale 820 820 Other assets 27 27 Total non-current assets 4,109 4,109 TOTAL ASSETS $ 7,024 $ 7,024 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,427 $ 1,427 Accrued liabilities 919 919 Note payable 1,000 1,000 Warrant derivative liabilities - $ 3,641 3,641 Current liabilities held for sale 10 10 Total current liabilities 3,356 3,641 6,997 COMMITMENTS AND CONTINGENCIES Total liabilities 3,356 3,641 6,997 STOCKHOLDERS' EQUITY (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 53 53 Additional paid-in-capital 129,550 (16,409 ) 113,141 Accumulated deficit (124,264 ) 12,768 (111,496 ) Treasury stock, at cost (1,671 ) (1,671 ) Total stockholders' equity 3,668 (3,641 ) 27 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,024 $ - $ 7,024 CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended Nine Months Ended December 31, 2018 December 31, 2018 (As Reported) Restatement Adjustments (Restated) (As Reported) Restatement Adjustments (Restated) CONTINUING OPERATIONS: REVENUES $ 15 $ 15 $ 1,054 $ 1,054 COST OF REVENUES 17 17 653 653 GROSS PROFIT (LOSS) (2 ) (2 ) 401 401 OPERATING EXPENSES: Selling, general and administrative 1,943 1,943 6,527 6,527 Depreciation, amortization, and impairment 306 306 924 924 Research and development 900 900 2,541 2,541 Total operating expenses 3,149 3,149 9,992 9,992 Loss from continuing operations before other expenses (3,151 ) (3,151 ) (9,591 ) (9,591 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liability $ 1,587 $ 1,587 $ 2,623 2,623 (Interest expense), net of interest income (362 ) (362 ) (369 ) (369 ) Total other expenses (362 ) 1,587 1,225 (369 ) 2,623 2,254 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (3,513 ) 1,587 (1,926 ) (9,960 ) 2,623 (7,337 ) DISCONTINUED OPERATIONS: Loss from discontinued operations (757 ) (757 ) (1,923 ) (1,923 ) Gain on disposal of discontinued operations - - - - Total discontinued operations (757 ) (757 ) (1,923 ) (1,923 ) PROVISION FOR INCOME TAXES - - - - NET LOSS $ (4,270 ) 1,587 $ (2,683 ) $ (11,883 ) 2,623 $ (9,260 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.07 ) $ (0.04 ) $ (0.20 ) $ (0.14 ) Discontinued operations (0.01 ) (0.01 ) (0.04 ) (0.04 ) Total $ (0.08 ) $ (0.05 ) $ (0.24 ) $ (0.18 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 51,974 51,974 50,489 50,489 CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended December 31, 2018 As Restatement Adjustments Restated Cash flows from operating activities: Net loss $ (11,883 ) $ 2,623 $ (9,260 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 924 924 Shares of common stock issued for services rendered 305 305 Share-based compensation – stock – employees 2,604 2,604 Loss from discontinued operations 1,923 1,923 Change in fair value of derivative liabilities - (2,623 ) (2,623 ) Changes in assets and liabilities: Accounts receivable 1,372 1,372 Inventory 4 4 Prepaid expenses 13 13 Other current assets 45 45 Accounts payable (943 ) (943 ) Accrued liabilities (174 ) (174 ) Net cash used in operating activities of continuing operations (5,810 ) (5,810 ) Net cash used in discontinued operations (1,472 ) (1,472 ) Net cash used in operating activities (7,282 ) (7,282 ) Cash flows from investing activities: Purchases of property and equipment (21 ) (21 ) Net cash used in investing activities of continuing operations (21 ) (21 ) Net cash used in investing activities of discontinued operations (249 ) (249 ) Net cash used in investing activities (270 ) (270 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 4,221 4,221 Proceeds from credit facility 1,000 1,000 Repayment of debt (500 ) (500 ) Purchase of treasury shares from employees for tax withholdings (53 ) (53 ) Net cash provided by financing activities 4,668 4,668 NET DECREASE IN CASH (2,884 ) (2,884 ) Cash - beginning of period 3,730 3,730 Cash - end of period $ 846 $ 846 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 366 $ 366 Cash paid for income taxes $ - $ - |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | Three Months Ended Nine Months Ended December 31, December 31, 2019 2018 2019 2018 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue : Professional services $ 44 $ - $ 95 $ 1,000 Software as a Service - 15 28 54 $ 44 $ 15 $ 123 $ 1,054 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2019 March 31, 2019 (Unaudited) Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Machinery and equipment 200 200 Total property and equipment 2,915 2,915 Accumulated depreciation and impairment (2,307 ) (2,091 ) Property and equipment, net $ 608 $ 824 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, March 31, (Unaudited) Goodwill $ 3,223 $ - Patents 1,013 1,013 Outsourced vendor relationships 1,017 1,017 Non-compete agreements 340 340 Total intangible assets 5,593 2,370 Accumulated amortization and impairment (2,370 ) (2,370 ) Intangible assets, net $ 3,223 $ - |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | December 31, March 31, (Unaudited) Vacation and paid time off $ 191 $ 345 Professional fees and consulting 91 150 Interest 239 11 Unbilled receipts 158 - Compensation 50 50 Lease liability 17 95 Legal fees - 108 Other 28 69 $ 774 $ 828 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of convertible notes and warrants estimated using Black-Scholes | Nine Months Ended Year Ended December 31, March 31, Inception Expected term 4.67 - 4.92 years 3.00 - 4.42 years 5.00 years Expected volatility 97 % 96 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 1.69 % 2.23 % 1.50% - 2.77 % |
Schedule of warrant derivative liabilities | December 31, March 31, Inception Fair value of 1,000 March 17, 2017 warrants $ - $ 256 $ 4,609 Fair value of 1,850 May 22, 2017 warrants - 505 7,772 Fair value of 2,565 March 16, 2018 warrants - 1,040 3,023 Fair value of 2,969 August 14, 2018 warrants - 1,303 2,892 Fair value of 3,922 August 22, 2019 warrants 2,812 - 1,576 Fair value of 1,379 November 11, 2019 warrants 947 - 1,107 $ 3,759 $ 3,104 |
Schedule of warrant derivative liabilities activity | Beginning balance as of March 31, 2019 $ 3,104 Issuances of warrants – derivative liabilities 2,683 Warrants exchanged for common stock (4,420 ) Change in fair value of warrant derivative liabilities 2,392 Ending balance as of December 31, 2019 $ 3,759 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of share-based compensation expense | 2013 2017 Non-Qualified Common Stock Total Nine months ended December 31, 2019 Directors $ - $ 200 $ 279 $ - $ 479 Employees - 500 1,250 - 1,750 Services - 175 152 463 790 $ - $ 875 $ 1,681 $ 463 $ 3,019 Nine months ended December 31, 2018 Directors $ - $ 300 $ - $ - $ 300 Employees 319 565 1,720 - 2,604 Services - 5 - - 5 $ 319 $ 870 1,720 $ - $ 2,909 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, March 31, (Unaudited) Net operating loss carryover $ 22,634 $ 23,327 Depreciable and amortizable assets 1,717 1,761 Share-based compensation 4,071 3,586 Accrued liabilities 57 57 Allowance for bad debts 106 120 Warrant derivative liabilities (789 ) (2,884 ) Other 382 381 Total 28,178 26,348 Less: valuation allowance (28,178 ) (26,348 ) Net deferred tax asset $ - $ - |
Acquisition of Trend Discover_2
Acquisition of Trend Discovery Holdings, Inc. (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of fair values at effective date of acquisition the purchase price | Cash $ 3 Receivables 10 Other assets 1 Goodwill 3,223 $ 3,237 |
Schedule of unaudited pro forma results of operations | Nine Months Ended December 31, 2019 2018 (Unaudited) (Unaudited) Revenues $ 134 $ 1,109 Net loss $ (11,494 ) (8,884 ) Net loss per share $ (0.18 ) $ (0.16 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rent expenses for operating lease | 2019 2018 Continuing operations $ 171 $ 181 Discontinued operations - 207 Total $ 171 $ 388 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | Level 1 Level 2 Level 3 December 31, 2019 Warrant derivative liabilities - - $ 3,759 March 31, 2019 Warrant derivative liabilities - - $ 3,104 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Nine Months Ended December 31, 2019 Trend Holdings Zest Labs Total Segmented operating revenues $ 95 $ 28 $ 123 Cost of revenues - 74 74 Gross profit (loss) 95 (46 ) 49 Total operating expenses net of depreciation, amortization, and impairment 406 7,167 7,573 Depreciation and amortization - 216 216 Other expense - 3,758 3,758 Loss from continuing operations $ (311 ) $ (11,187 ) $ (11,498 ) Three Months Ended December 31, 2019 Trend Holdings Zest Labs Total Segmented operating revenues $ 44 $ - $ 44 Cost of revenues - 13 13 Gross profit (loss) 44 (13 ) 31 Total operating expenses net of depreciation, amortization, and impairment 206 2.450 2.656 Depreciation and amortization - 68 68 Other expense - 2,768 2,768 Loss from continuing operations $ (162 ) $ (5,299 ) $ (5,461 ) Segmented assets as of December 31, 2019 Property and equipment, net $ - $ 608 $ 608 Intangible assets, net $ 3,223 $ - $ 3,223 Capital expenditures $ - $ - $ - |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($)Segments | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($) | |
Organization and Summary of Significant Accounting Policies (Textual) | |||||
Net loss | $ (5,461) | $ (2,683) | $ (11,496) | $ (9,260) | |
Accumulated deficit | $ (127,382) | (127,382) | $ (115,886) | ||
Cash used in operating activities | $ (4,589) | $ (7,282) | |||
Additional operating liabilities, description | The Company recognized additional operating liabilities of approximately $99, with corresponding right of use assets of $99 based on the present value of the remaining minimum rental payments under leasing standards for existing operating leases. | ||||
Number of segments | Segments | 2 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Other current assets | $ 23 | |
Current assets - held for sale | 23 | |
Accounts payable | 23 | |
Accrued liabilities | 11 | |
Current liabilities - held for sale | $ 34 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 7,941 | |
Cost of revenue | 8,448 | |
Gross loss | (507) | |
Operating expenses | 1,416 | |
Loss from discontinued operations | (1,923) | |
Non-cash expenses | $ 451 |
Discontinued Operations (Deta_3
Discontinued Operations (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations (Textual) | ||
Capital expenditures of discontinued operations | $ 0 | $ 249 |
Restatements (Details)
Restatements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
CURRENT ASSETS | ||||||||
Cash ($35 pledged as collateral for credit) | $ 106 | $ 244 | $ 846 | $ 3,730 | ||||
Accounts receivable, net of allowance of $87 | 520 | |||||||
Prepaid expenses and other current assets | 420 | 900 | ||||||
Current assets held for sale | 23 | |||||||
Total current assets | 526 | 1,687 | ||||||
NON-CURRENT ASSETS | ||||||||
Property and equipment, net | 608 | 824 | ||||||
Intangible assets, net | 3,223 | |||||||
Other assets | 25 | 27 | ||||||
Total non-current assets | 3,856 | 851 | ||||||
TOTAL ASSETS | 4,382 | 2,538 | ||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | 314 | 1,416 | ||||||
Accrued liabilities | 774 | 828 | ||||||
Note payable | 2,435 | 1,350 | ||||||
Warrant derivative liabilities | 3,759 | 3,104 | ||||||
Current liabilities held for sale | 34 | |||||||
Total current liabilities | 7,685 | 6,732 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
Total liabilities | 7,685 | 6,732 | ||||||
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 | 69 | 53 | ||||||
Additional paid-in-capital | 125,681 | 113,310 | ||||||
Accumulated deficit | (127,382) | (115,886) | ||||||
Treasury stock, at cost | (1,671) | (1,671) | ||||||
Total stockholders' equity | (3,303) | $ (1,873) | $ (2,022) | (4,194) | 27 | $ 1,911 | $ 2,617 | 4,780 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 4,382 | $ 2,538 | ||||||
Previously Reported [Member] | ||||||||
CURRENT ASSETS | ||||||||
Cash ($35 pledged as collateral for credit) | 846 | 3,730 | ||||||
Accounts receivable, net of allowance of $87 | 1,245 | |||||||
Prepaid expenses and other current assets | 207 | |||||||
Current assets held for sale | 617 | |||||||
Total current assets | 2,915 | |||||||
NON-CURRENT ASSETS | ||||||||
Property and equipment, net | 2,132 | |||||||
Intangible assets, net | 1,130 | |||||||
Non-current assets held for sale | 820 | |||||||
Other assets | 27 | |||||||
Total non-current assets | 4,109 | |||||||
TOTAL ASSETS | 7,024 | |||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | 1,427 | |||||||
Accrued liabilities | 919 | |||||||
Note payable | 1,000 | |||||||
Warrant derivative liabilities | ||||||||
Current liabilities held for sale | 10 | |||||||
Total current liabilities | 3,356 | |||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
Total liabilities | 3,356 | |||||||
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 | 53 | |||||||
Additional paid-in-capital | 129,550 | |||||||
Accumulated deficit | (124,264) | |||||||
Treasury stock, at cost | (1,671) | |||||||
Total stockholders' equity | 3,668 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 7,024 | |||||||
Restatement Adjustment [Member] | ||||||||
CURRENT LIABILITIES | ||||||||
Warrant derivative liabilities | 3,641 | |||||||
Total current liabilities | 3,641 | |||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
Total liabilities | 3,641 | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||||||||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||||||||
Additional paid-in-capital | (16,409) | |||||||
Accumulated deficit | 12,768 | |||||||
Total stockholders' equity | (3,641) | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
As Restated [Member] | ||||||||
CURRENT ASSETS | ||||||||
Cash ($35 pledged as collateral for credit) | 846 | $ 3,730 | ||||||
Accounts receivable, net of allowance of $87 | 1,245 | |||||||
Prepaid expenses and other current assets | 207 | |||||||
Current assets held for sale | 617 | |||||||
Total current assets | 2,915 | |||||||
NON-CURRENT ASSETS | ||||||||
Property and equipment, net | 2,132 | |||||||
Intangible assets, net | 1,130 | |||||||
Non-current assets held for sale | 820 | |||||||
Other assets | 27 | |||||||
Total non-current assets | 4,109 | |||||||
TOTAL ASSETS | 7,024 | |||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | 1,427 | |||||||
Accrued liabilities | 919 | |||||||
Note payable | 1,000 | |||||||
Warrant derivative liabilities | 3,641 | |||||||
Current liabilities held for sale | 10 | |||||||
Total current liabilities | 6,997 | |||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
Total liabilities | 6,997 | |||||||
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 | 53 | |||||||
Additional paid-in-capital | 113,141 | |||||||
Accumulated deficit | (111,496) | |||||||
Treasury stock, at cost | (1,671) | |||||||
Total stockholders' equity | 27 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 7,024 |
Restatements (Details 1)
Restatements (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONTINUING OPERATIONS: | ||||
REVENUES | $ 44 | $ 15 | $ 123 | $ 1,054 |
COST OF REVENUES | 13 | 17 | 74 | 653 |
GROSS PROFIT (LOSS) | 31 | (2) | 49 | 401 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 2,232 | 1,943 | 5,464 | 6,527 |
Depreciation, amortization, and impairment | 68 | 306 | 216 | 924 |
Research and development | 424 | 900 | 2,109 | 2,541 |
Total operating expenses | 2,724 | 3,149 | 7,789 | 9,992 |
Loss from continuing operations before other expenses | (2,693) | (3,151) | (7,740) | (9,591) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | (2,376) | 1,587 | (2,392) | 2,623 |
Interest expense, net of interest income | (188) | (362) | (323) | (369) |
Total other expenses | (2,768) | 1,225 | (3,758) | 2,254 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (5,461) | (1,926) | (11,498) | (7,337) |
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (757) | (1,923) | ||
Gain on disposal of discontinued operations | 2 | |||
Total discontinued operations | (757) | 2 | (1,923) | |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (5,461) | $ (2,683) | $ (11,496) | $ (9,260) |
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.08) | $ (0.04) | $ (0.19) | $ (0.14) |
Discontinued operations | (0.01) | (0.04) | ||
Total | $ (0.08) | $ (0.05) | $ (0.19) | $ (0.18) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 67,540 | 51,974 | 61,342 | 50,489 |
As Reported [Member] | ||||
CONTINUING OPERATIONS: | ||||
REVENUES | $ 15 | $ 1,054 | ||
COST OF REVENUES | 17 | 653 | ||
GROSS PROFIT (LOSS) | (2) | 401 | ||
OPERATING EXPENSES: | ||||
Selling, general and administrative | 1,943 | 6,527 | ||
Depreciation, amortization, and impairment | 306 | 924 | ||
Research and development | 900 | 2,541 | ||
Total operating expenses | 3,149 | 9,992 | ||
Loss from continuing operations before other expenses | (3,151) | (9,591) | ||
OTHER INCOME (EXPENSE): | ||||
Interest expense, net of interest income | (362) | (369) | ||
Total other expenses | (362) | (369) | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (3,513) | (9,960) | ||
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (757) | (1,923) | ||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | (757) | (1,923) | ||
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (4,270) | $ (11,883) | ||
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.07) | $ (0.2) | ||
Discontinued operations | (0.01) | (0.04) | ||
Total | $ (0.08) | $ (0.24) | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 51,974 | 50,489 | ||
Restatement Adjustment [Member] | ||||
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | $ 1,587 | $ 2,623 | ||
Total other expenses | 1,587 | 2,623 | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 1,587 | 2,623 | ||
DISCONTINUED OPERATIONS: | ||||
NET LOSS | 1,587 | 2,623 | ||
As Restated [Member] | ||||
CONTINUING OPERATIONS: | ||||
REVENUES | 15 | 1,054 | ||
COST OF REVENUES | 17 | 653 | ||
GROSS PROFIT (LOSS) | (2) | 401 | ||
OPERATING EXPENSES: | ||||
Selling, general and administrative | 1,943 | 6,527 | ||
Depreciation, amortization, and impairment | 306 | 924 | ||
Research and development | 900 | 2,541 | ||
Total operating expenses | 3,149 | 9,992 | ||
Loss from continuing operations before other expenses | (3,151) | (9,591) | ||
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | 1,587 | 2,623 | ||
Interest expense, net of interest income | (362) | (369) | ||
Total other expenses | 1,225 | 2,254 | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (1,926) | (7,337) | ||
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (757) | (1,923) | ||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | (757) | (1,923) | ||
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (2,683) | $ (9,260) | ||
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.04) | $ (0.14) | ||
Discontinued operations | (0.01) | (0.04) | ||
Total | $ (0.05) | $ (0.18) | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 51,974 | 50,489 |
Restatements (Details 2)
Restatements (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net loss | $ (5,461) | $ (2,683) | $ (11,496) | $ (9,260) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 216 | 924 | ||
Shares of common stock issued for services rendered | 463 | 305 | ||
Share-based compensation - stock - employees | 1,750 | 2,604 | ||
Loss from discontinued operations | 1,923 | |||
Change in fair value of derivative liabilities | 2,392 | (2,623) | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 520 | 1,372 | ||
Inventory | 4 | |||
Prepaid expenses | 760 | 58 | ||
Accounts payable | (1,102) | (943) | ||
Accrued liabilities | (90) | (174) | ||
Net cash used in operating activities of continuing operations | (4,589) | (5,810) | ||
Net cash used in discontinued operations | (1,472) | |||
Net cash used in operating activities | (4,589) | (7,282) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (21) | |||
Net cash used in investing activities of continuing operations | 21 | (21) | ||
Net cash used in investing activities of discontinued operations | (249) | |||
Net cash used in investing activities | 21 | (270) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 4,221 | |||
Proceeds from credit facility | 1,047 | 1,000 | ||
Repayment of debt | (500) | |||
Purchase of treasury shares from employees for tax withholdings | (53) | |||
Net cash provided by financing activities | 4,430 | 4,668 | ||
NET DECREASE IN CASH | (138) | (2,884) | ||
Cash - beginning of period | 244 | 3,730 | ||
Cash - end of period | $ 106 | 846 | 106 | 846 |
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 366 | |||
Cash paid for income taxes | ||||
As Reported [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (4,270) | (11,883) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 924 | |||
Shares of common stock issued for services rendered | 305 | |||
Share-based compensation - stock - employees | 2,604 | |||
Loss from discontinued operations | 1,923 | |||
Change in fair value of derivative liabilities | ||||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,372 | |||
Inventory | 4 | |||
Prepaid expenses | 13 | |||
Other current assets | 45 | |||
Accounts payable | (943) | |||
Accrued liabilities | (174) | |||
Net cash used in operating activities of continuing operations | (5,810) | |||
Net cash used in discontinued operations | (1,472) | |||
Net cash used in operating activities | (7,282) | |||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (21) | |||
Net cash used in investing activities of continuing operations | (21) | |||
Net cash used in investing activities of discontinued operations | (249) | |||
Net cash used in investing activities | (270) | |||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 4,221 | |||
Proceeds from credit facility | 1,000 | |||
Repayment of debt | (500) | |||
Purchase of treasury shares from employees for tax withholdings | (53) | |||
Net cash provided by financing activities | 4,668 | |||
NET DECREASE IN CASH | (2,884) | |||
Cash - beginning of period | 3,730 | |||
Cash - end of period | 846 | 846 | ||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 366 | |||
Cash paid for income taxes | ||||
Restatement Adjustment [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | 1,587 | 2,623 | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivative liabilities | (2,623) | |||
As Restated [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (2,683) | (9,260) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 924 | |||
Shares of common stock issued for services rendered | 305 | |||
Share-based compensation - stock - employees | 2,604 | |||
Loss from discontinued operations | 1,923 | |||
Change in fair value of derivative liabilities | (2,623) | |||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,372 | |||
Inventory | 4 | |||
Prepaid expenses | 13 | |||
Other current assets | 45 | |||
Accounts payable | (943) | |||
Accrued liabilities | (174) | |||
Net cash used in operating activities of continuing operations | (5,810) | |||
Net cash used in discontinued operations | (1,472) | |||
Net cash used in operating activities | (7,282) | |||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (21) | |||
Net cash used in investing activities of continuing operations | (21) | |||
Net cash used in investing activities of discontinued operations | (249) | |||
Net cash used in investing activities | (270) | |||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 4,221 | |||
Proceeds from credit facility | 1,000 | |||
Repayment of debt | (500) | |||
Purchase of treasury shares from employees for tax withholdings | (53) | |||
Net cash provided by financing activities | 4,668 | |||
NET DECREASE IN CASH | (2,884) | |||
Cash - beginning of period | 3,730 | |||
Cash - end of period | $ 846 | 846 | ||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 366 | |||
Cash paid for income taxes |
Restatements (Details Textual)
Restatements (Details Textual) $ in Thousands | Apr. 01, 2017USD ($) |
Restatements (Textual) | |
Reduction additional paid-in-capital | $ 4,180 |
Current derivative liability | 3,351 |
Accumulated deficit | $ 829 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total Revenues | $ 44 | $ 15 | $ 123 | $ 1,054 |
Professional services [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total Revenues | 44 | 95 | 1,000 | |
Software as a Service [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total Revenues | $ 15 | $ 28 | $ 54 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,915 | $ 2,915 |
Accumulated depreciation and impairment | (2,307) | (2,091) |
Property and equipment, net | 608 | 824 |
Zest Labs freshness hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,493 | 2,493 |
Computers and software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 222 | 222 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 200 | $ 200 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 68 | $ 167 | $ 216 | $ 509 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Summary of intangible assets | ||
Total intangible assets | $ 5,593 | $ 2,370 |
Accumulated amortization and impairment | (2,370) | (2,370) |
Intangible assets, net | 3,223 | |
Goodwill [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 3,223 | |
Patents [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,013 | 1,013 |
Outsourced vendor relationships [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,017 | 1,017 |
Non-compete agreements [Member] | ||
Summary of intangible assets | ||
Total intangible assets | $ 340 | $ 340 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets (Textual) | ||||
Amortization expense | $ 0 | $ 139 | $ 0 | $ 415 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Vacation and paid time off | $ 191 | $ 345 |
Professional fees and consulting | 91 | 150 |
Interest | 239 | 11 |
Unbilled receipts | 158 | |
Compensation | 50 | 50 |
Lease liability | 17 | 95 |
Legal fees | 108 | |
Other | 28 | 69 |
Total | $ 774 | $ 828 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) - Convertible note [Member] - Warrant [Member] | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Expected volatility | 97.00% | 96.00% |
Expected dividend yield | ||
Risk-free interest rate | 1.69% | 2.23% |
Minimum [Member] | ||
Expected term | 4 years 8 months 2 days | 3 years |
Maximum [Member] | ||
Expected term | 4 years 11 months 1 day | 4 years 5 months 1 day |
Inception [Member] | ||
Expected term | 5 years | |
Expected dividend yield | ||
Inception [Member] | Minimum [Member] | ||
Expected volatility | 91.00% | |
Risk-free interest rate | 1.50% | |
Inception [Member] | Maximum [Member] | ||
Expected volatility | 107.00% | |
Risk-free interest rate | 2.77% |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Aug. 22, 2019 | Mar. 31, 2019 |
Fair value of 1,000 March 17, 2017 warrants | $ 256 | ||
Fair value of 1,850 May 22, 2017 warrants | 505 | ||
Fair value of 2,565 March 16, 2018 warrants | 1,040 | ||
Fair value of 2,969 August 14, 2018 warrants | 1,303 | ||
Fair value of 3,922 August 22, 2019 warrants | 2,812 | $ 1,576 | |
Fair value of 1,379 November 11, 2019 warrants | 947 | ||
Total | 3,759 | $ 3,104 | |
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 | ||
Fair value of 3,922 August 22, 2019 warrants | 1,576 | ||
Fair value of 1,379 November 11, 2019 warrants | $ 1,107 |
Warrant Derivative Liabilitie_4
Warrant Derivative Liabilities (Details 2) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance as of March 31, 2019 | $ 3,104 | |
Issuances of warrants - derivative liabilities | 2,683 | |
Warrants exchanged for common stock | 4,420 | |
Change in fair value of warrant derivative liabilities | (2,392) | $ 2,623 |
Ending balance as of December 31, 2019 | $ 3,759 |
Warrant Derivative Liabilitie_5
Warrant Derivative Liabilities (Details Textual) - USD ($) shares in Thousands, $ in Thousands | Jul. 12, 2019 | Jan. 27, 2020 | Jan. 26, 2020 | Oct. 28, 2019 | Aug. 22, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 11, 2019 | Mar. 31, 2019 |
Warrant Derivative Liabilities (Textual) | |||||||||||
Change in fair value of derivative liabilities | $ (2,376) | $ 1,587 | $ (2,392) | $ 2,623 | |||||||
Shares issued in exchange for warrants, description | The March and August 2018 warrants were exchanged for 4,277 shares of Company common stock and thus were no longer outstanding as of December 31, 2019. The March and May 2017 warrants were exchanged for 2,243 shares of Company common stock in October 2019. | ||||||||||
Conversion of stock, description | The Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The fair value of the shares issued was $2,186, and the fair value of the warrants was $1,966 resulting in a loss of $220 that was recognized on the exchange. | The Existing Securities have a current exercise price of $0.59, which was amended from $2.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $0.51 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. | |||||||||
Number of shares issued | 4,277 | ||||||||||
Number of warrants issued | 3,922 | ||||||||||
Fair value of warrants estimated | $ 1,576 | 2,812 | $ 2,812 | ||||||||
Interest expense on warrant derivative liabilities | $ 107 | ||||||||||
Warrant [Member] | |||||||||||
Warrant Derivative Liabilities (Textual) | |||||||||||
Shares issued in exchange for warrants, description | On July 12, 2019, the March and August 2018 warrants were exchanged for 4,277 shares of Company common stock, and all of those warrants were extinguished. The fair value of the shares issued was $3,293, and the fair value of the warrants was $2,455 resulting in a loss of $839 that was recognized on the exchange. | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Warrant Derivative Liabilities (Textual) | |||||||||||
Fair value of warrants estimated | $ 947 | $ 947 | $ 1,107 | ||||||||
Subsequent Event [Member] | |||||||||||
Warrant Derivative Liabilities (Textual) | |||||||||||
Shares issued in exchange for warrants, description | The Company received approximately $2,000 in cash from the exercise of the warrants and issued the replacement warrants to the investors, which have an exercise price of $0.90 and may be exercised within five years of issuance. | ||||||||||
Subsequent Event [Member] | Letter Agreements [Member] | |||||||||||
Warrant Derivative Liabilities (Textual) | |||||||||||
Shares issued in exchange for warrants, description | The Company entered into letter agreements with accredited institutional investors holding the warrants issued with the Company's Series B Convertible Preferred Stock on August 21, 2019. Pursuant to the agreements, the investors agreed to a cash exercise of 3,921 of the warrants at a price of $0.51 in consideration for the receipt of replacement warrants to purchase 5,882 of the Company's common stock at $0.90. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2019 |
Note Payable (Textual) | |||
Annual Interest rate, percentage | 10.00% | ||
Commitment fee description | The Company pays 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. | ||
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 | ||
Interest expenses | $ 71 | $ 193 | |
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, resulting in a balance of $1,350 at March 31, 2019. An additional $1,047 was advanced during the nine months ended December 31, 2019. Including $38 of commitment fees, the balance of the notes payable is $2,435 at December 31, 2019. If principal is prepaid, the loans may not be re-borrowed and the cap of $10,000 shall be reduced. The Company may make a request for a loan or loans from the lender, at any one time and from time to time, from the date of the Agreement until the earlier of (i) demand by the lender or (ii) December 27, 2020 or the earlier termination of the Agreement pursuant to the terms thereof. Loans made pursuant to the Agreement are secured by a security interest in the Company's collateral held with the lender and guaranteed by the Company's subsidiary, Zest Labs. |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Notes Payable - Related Parties (Textual) | ||||
Advances | $ 403 | |||
Annual Interest rate, percentage | 10.00% | |||
Debt instrument, maturity date | Jul. 30, 2020 | |||
Interest on related party | $ 18 | |||
William B. Hoagland [Member] | ||||
Notes Payable - Related Parties (Textual) | ||||
Advances | $ 45 | $ 30 | ||
Board Member [Member] | ||||
Notes Payable - Related Parties (Textual) | ||||
Advances | $ 328 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 02, 2018 | Jan. 10, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Long-Term Debt (Textual) | ||||
Debt instrument, maturity date | Jul. 30, 2020 | |||
Accrued interest | $ 11 | |||
Convertible Note [Member] | ||||
Long-Term Debt (Textual) | ||||
Principal amount | $ 500 | |||
Note payable, interest rate | 10.00% | |||
Debt instrument, maturity date | Jul. 10, 2018 | |||
Interest expense on long-term debt | $ 0 | $ 12 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | $ 3,019 | $ 2,909 |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 463 | |
Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 479 | 300 |
Directors [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 1,750 | 2,604 |
Employees [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 790 | 5 |
Services [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 463 | |
2013 Incentive Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 319 | |
2013 Incentive Stock Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
2013 Incentive Stock Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 319 | |
2013 Incentive Stock Plan [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
2017 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 875 | 870 |
2017 Omnibus Incentive Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 200 | 300 |
2017 Omnibus Incentive Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 500 | 565 |
2017 Omnibus Incentive Plan [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 175 | 5 |
Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 1,681 | 1,720 |
Non-Qualified Stock Options [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 279 | |
Non-Qualified Stock Options [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 1,250 | 1,720 |
Non-Qualified Stock Options [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | $ 152 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 11, 2019 | Aug. 21, 2019 | Jul. 12, 2019 | Mar. 18, 2016 | Dec. 24, 2019 | Dec. 20, 2019 | Oct. 31, 2019 | Oct. 28, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 15, 2019 | Mar. 31, 2019 |
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common stock, shares authorized | 100,000 | 100,000 | 100,000 | ||||||||||||
Common stock, shares issued | 300 | 69,146 | 69,146 | 52,571 | |||||||||||
Number of shares issued | 4,277 | ||||||||||||||
Warrants extinguishment | 5,677 | ||||||||||||||
Conversion of stock description | The Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The fair value of the shares issued was $2,186, and the fair value of the warrants was $1,966 resulting in a loss of $220 that was recognized on the exchange. | The Existing Securities have a current exercise price of $0.59, which was amended from $2.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $0.51 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. | |||||||||||||
Gross proceed from private placement | $ 2,000 | ||||||||||||||
Conversion price | $ 0.51 | ||||||||||||||
Fair valu of shares issued | $ 3,293 | ||||||||||||||
Fair value of warrants | 2,455 | ||||||||||||||
Loss on exchange of warrants | $ (220) | $ (1,059) | |||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||
Gross proceed from private placement | $ 1,000 | ||||||||||||||
Stock sale and issued to investors, description | The Company and two accredited investors entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company sold and issued to the investors an aggregate of 1 share of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), at a price of $1,000 per share (the "Private Placement"). | ||||||||||||||
Investors stock and warrants, description | The Company issued to each investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock purchased by the Investor. Each Warrant has an exercise price equal to $0.73, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock for the five trading days prior to July 22, 2020 is less than $0.73, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series C Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series C Convertible Preferred Stock based on the $0.73 conversion price. | ||||||||||||||
Stock conversion price description | Each share of the Series C Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.73, subject to certain limitations and adjustments (the "Conversion Price"). | ||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||
Number of shares issued | 2 | ||||||||||||||
Stock consideration received per transaction | $ 1 | ||||||||||||||
Stock price per share | $ 0.001 | ||||||||||||||
Conversion price | $ 0.51 | ||||||||||||||
Stated value equal | $ 1,000 | $ 1,000 | |||||||||||||
Conversion of converted common stock | 3,761 | ||||||||||||||
Ecoark Holdings Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||
Shares of blank check preferred stock | 5,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||
Investors stock and warrants, description | The Company issued to each investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock purchased by the investor. Each Warrant has an exercise price equal to $0.51, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock on the 11 month anniversary of the closing date of the offering is less than $0.51, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series B Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $0.51 conversion price. | ||||||||||||||
Stock conversion price description | Each share of the Series B Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.51, subject to certain limitations and adjustments (the "Conversion Price"). | ||||||||||||||
Ecoark Holdings Common Stock [Member] | |||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||
Warrants outstanding | 7,657 | 7,657 | |||||||||||||
Common stock, shares issued | 1,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||||||
Common stock, shares issued | 248 | ||||||||||||||
Common stock for services | 247 | 128 | 120 | 248 | 300 | ||||||||||
Loss on share value | $ 100 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 22,634 | $ 23,327 |
Depreciable and amortizable assets | 1,717 | 1,761 |
Share-based compensation | 4,071 | 3,586 |
Accrued liabilities | 57 | 57 |
Allowance for bad debts | 106 | 120 |
Warrant derivative liabilities | (789) | (2,884) |
Other | 382 | 381 |
Total | 28,178 | 26,348 |
Less: valuation allowance | (28,178) | (26,348) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Thousands | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Income Taxes (Textual) | |
Net operating loss carryforwards | $ 107,780 |
Valuation allowance increased | $ 1,830 |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable [Member] | |
Concentrations (Textual) | |
Major customer definition as per company standards, description | The Company establishes allowances for doubtful accounts based upon factors surrounding 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 31, 2019. |
Acquisition of Trend Discover_3
Acquisition of Trend Discovery Holdings, Inc. (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | May 31, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,223 | ||
TREND DISCOVERY HOLDINGS, INC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 3 | ||
Receivables | 10 | ||
Other assets | 1 | ||
Goodwill | 3,223 | ||
Total | $ 3,237 |
Acquisition of Trend Discover_4
Acquisition of Trend Discovery Holdings, Inc. (Details 1) - TREND DISCOVERY HOLDINGS, INC [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenues | $ 134 | $ 1,109 |
Net loss | $ (11,494) | $ (8,884) |
Net loss per share | $ (0.18) | $ (0.16) |
Acquisition of Trend Discover_5
Acquisition of Trend Discovery Holdings, Inc. (Details Textual) - TREND DISCOVERY HOLDINGS, INC [Member] shares in Thousands | 1 Months Ended |
May 31, 2019shares | |
Acquisition of Trend Discovery Holdings Inc (Textual) | |
Number of shares exchange acquired in assets and liabilities | 5,500 |
Shares issued for company acquisition, description | The Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Trend Discovery Holdings Inc., a Delaware corporation ("Trend Holdings") for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the "Merger"). The Merger was completed as agreed in the Merger Agreement, the Company is the surviving entity in the Merger and the separate corporate existence of Trend Holdings has ceased to exist. Pursuant to the Merger, each of the 1,000 issued and outstanding shares of common stock of Trend Holdings was converted into 5,500 shares of the Company's common stock. No cash was paid relating to the acquisition. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Continuing operations | $ 171 | $ 181 |
Discontinued operations | 207 | |
Total | $ 171 | $ 388 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | |
Commitments and Contingencies (Textual) | |||
Additional operating liabilities, description | The Company recognized additional operating liabilities of approximately $99, with corresponding right of use assets of $99 based on the present value of the remaining minimum rental payments under leasing standards for existing operating leases. | ||
Rent expense | $ 49 | $ 70 | |
Operating lease obligation | 17 | $ 17 | |
Security deposit | $ 25 | $ 25 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Level 1 [Member] | ||
Warrant derivative liabilities | ||
Level 2 [Member] | ||
Warrant derivative liabilities | ||
Level 3 [Member] | ||
Warrant derivative liabilities | $ 3,759 | $ 3,104 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurements (Textual) | ||||
Change in fair value of derivative liabilities | $ (2,376) | $ 1,587 | $ (2,392) | $ 2,623 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Segmented operating revenues | $ 44 | $ 15 | $ 123 | $ 1,054 | |
Cost of revenues | 13 | 17 | 74 | 653 | |
Gross profit (loss) | 31 | (2) | 49 | 401 | |
Total operating expenses net of depreciation, amortization, and impairment | 2,656 | 7,573 | |||
Depreciation and amortization | 68 | 306 | 216 | 924 | |
Other expense | 2,768 | 3,758 | |||
Loss from continuing operations | (5,461) | $ (1,926) | (11,498) | $ (7,337) | |
Segmented assets as of December 31, 2019 | |||||
Property and equipment, net | 608 | 608 | $ 824 | ||
Intangible assets, net | 3,223 | 3,223 | |||
Capital expenditures | |||||
Trend Holdings [Member] | |||||
Segmented operating revenues | 44 | 95 | |||
Cost of revenues | |||||
Gross profit (loss) | 44 | 95 | |||
Total operating expenses net of depreciation, amortization, and impairment | 206 | 406 | |||
Depreciation and amortization | |||||
Other expense | |||||
Loss from continuing operations | (162) | (311) | |||
Segmented assets as of December 31, 2019 | |||||
Property and equipment, net | |||||
Intangible assets, net | 3,223 | 3,223 | |||
Capital expenditures | |||||
Zest Labs [Member] | |||||
Segmented operating revenues | 28 | ||||
Cost of revenues | 13 | 74 | |||
Gross profit (loss) | (13) | (46) | |||
Total operating expenses net of depreciation, amortization, and impairment | 2,450 | 7,167 | |||
Depreciation and amortization | 68 | 216 | |||
Other expense | 2,768 | 3,758 | |||
Loss from continuing operations | (5,299) | (11,187) | |||
Segmented assets as of December 31, 2019 | |||||
Property and equipment, net | 608 | 608 | |||
Intangible assets, net | |||||
Capital expenditures |
Segment Information (Details Te
Segment Information (Details Textual) | 9 Months Ended |
Dec. 31, 2019Segments | |
Segment Information (Textual) | |
Number of segments | 2 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 9 Months Ended | |
Jan. 27, 2020 | Jan. 26, 2020 | Dec. 31, 2019 | |
Subsequent Events (Textual) | |||
Shares issued in exchange for warrants, description | The March and August 2018 warrants were exchanged for 4,277 shares of Company common stock and thus were no longer outstanding as of December 31, 2019. The March and May 2017 warrants were exchanged for 2,243 shares of Company common stock in October 2019. | ||
Subsequent Event [Member] | |||
Subsequent Events (Textual) | |||
Shares issued in exchange for warrants, description | The Company received approximately $2,000 in cash from the exercise of the warrants and issued the replacement warrants to the investors, which have an exercise price of $0.90 and may be exercised within five years of issuance. | ||
Subsequent Event [Member] | Letter Agreements [Member] | |||
Subsequent Events (Textual) | |||
Shares issued in exchange for warrants, description | The Company entered into letter agreements with accredited institutional investors holding the warrants issued with the Company's Series B Convertible Preferred Stock on August 21, 2019. Pursuant to the agreements, the investors agreed to a cash exercise of 3,921 of the warrants at a price of $0.51 in consideration for the receipt of replacement warrants to purchase 5,882 of the Company's common stock at $0.90. |