Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 06, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Arcimoto Inc | |
Entity Central Index Key | 0001558583 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 18,380,688 | |
Entity File Number | 001-38213 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | OR |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,249,595 | $ 4,903,019 |
Accounts receivable, net | 19,987 | |
Inventory | 3,692,172 | 1,703,573 |
Other current assets | 1,635,774 | 1,626,644 |
Total current assets | 6,597,528 | 8,233,236 |
Property and equipment, net | 5,616,084 | 5,809,774 |
Security deposits | 41,988 | 41,988 |
Total assets | 12,255,600 | 14,084,998 |
Current liabilities: | ||
Accounts payable | 519,559 | 717,151 |
Accrued liabilities | 658,178 | 246,418 |
Customer deposits | 980,724 | 454,624 |
Current portion of capital lease obligations | 414,647 | 383,800 |
Note payable, net of discount | 2,838,538 | 2,677,076 |
Current portion of deferred revenue | 12,000 | |
Total current liabilities | 5,423,646 | 4,479,069 |
Warranty reserve | 25,200 | 25,200 |
Long-term capital lease obligations, net of current portion | 1,380,096 | 1,513,595 |
Long-term deferred revenue | 48,000 | |
Total long-term liabilities | 1,453,296 | 1,538,795 |
Total liabilities | 6,876,942 | 6,017,864 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock, no par value, 60,000,000 authorized, 18,347,324 and 15,032,341 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively. | 34,123,037 | 30,102,738 |
Additional paid-in capital | 1,213,059 | 930,869 |
Accumulated deficit | (29,957,438) | (22,966,473) |
Total stockholders' equity | 5,378,658 | 8,067,134 |
Total liabilities and stockholders' equity | 12,255,600 | 14,084,998 |
Series A-1 Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock value | ||
Total stockholders' equity | ||
Class C Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock value | ||
Total stockholders' equity |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, shares authorized | 1,500,000 | |
Common stock, par value | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 18,347,324 | 15,032,341 |
Common stock, shares outstanding | 18,347,324 | 15,032,341 |
Series A-1 Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized | 5,000,000 | 1,500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class C Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | ||||
Product sales - related party | $ 282 | $ 907 | ||
Product sales | 85,050 | 85,082 | ||
Other revenue | 8,514 | 11,159 | ||
Total revenues | 8,514 | 85,332 | 11,159 | 85,989 |
Cost of goods sold | 3,253 | 95,815 | 4,720 | 95,814 |
Gross profit (loss) | 5,261 | (10,483) | 6,439 | (9,825) |
Operating expenses | ||||
Research and development | 2,036,579 | 363,652 | 3,096,595 | 1,411,452 |
Sales and marketing | 276,917 | 418,162 | 522,299 | 773,677 |
General and administrative | 1,421,099 | 1,400,018 | 2,992,407 | 2,042,166 |
Total operating expenses | 3,734,595 | 2,181,832 | 6,611,301 | 4,227,295 |
Loss from operations | (3,729,334) | (2,192,315) | (6,604,862) | (4,237,120) |
Other expense and (income) | ||||
Interest expense | 194,248 | 16,921 | 387,521 | 20,522 |
Other income, net | (1,010) | (40,137) | (1,418) | (40,471) |
Net loss | $ (3,922,572) | $ (2,169,099) | $ (6,990,965) | $ (4,217,171) |
Weighted-average common shares outstanding - basic and diluted | 17,401,076 | 15,919,215 | 16,417,999 | 15,907,958 |
Net loss per common share - basic and diluted | $ (0.23) | $ (0.14) | $ (0.43) | $ (0.27) |
Condensed Statements of Stockho
Condensed Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series A-1 Preferred Stock | Class C Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 27,177,790 | $ 519,340 | $ (11,915,458) | $ 15,781,672 | ||
Balance, shares at Dec. 31, 2017 | 15,872,001 | |||||
Issuance of common stock for cash/services | $ 57,200 | 57,200 | ||||
Issuance of common stock for cash/services, shares | 20,000 | |||||
Exercise of stock options | $ 29,258 | 29,258 | ||||
Exercise of stock options, shares | 14,200 | |||||
Warrants exercised - cashless | ||||||
Warrants exercised - cashless, shares | 13,014 | |||||
Stock-based compensation | 108,197 | 108,197 | ||||
Net loss | (4,217,171) | (4,217,171) | ||||
Balance at Jun. 30, 2018 | $ 27,264,248 | 627,537 | (16,132,629) | 11,759,156 | ||
Balance, shares at Jun. 30, 2018 | 15,919,215 | |||||
Balance at Mar. 31, 2018 | $ 27,264,248 | 575,736 | (13,963,530) | 13,876,454 | ||
Balance, shares at Mar. 31, 2018 | 15,919,215 | |||||
Stock-based compensation | 51,801 | 51,801 | ||||
Net loss | (2,169,099) | (2,169,099) | ||||
Balance at Jun. 30, 2018 | $ 27,264,248 | 627,537 | (16,132,629) | 11,759,156 | ||
Balance, shares at Jun. 30, 2018 | 15,919,215 | |||||
Balance at Dec. 31, 2018 | $ 30,102,738 | 930,869 | (22,966,473) | 8,067,134 | ||
Balance, shares at Dec. 31, 2018 | 2,000,000 | 15,032,341 | ||||
Issuance of common stock for cash/services | $ 4,264,999 | 4,264,999 | ||||
Issuance of common stock for cash/services, shares | 1,088,333 | |||||
Exchange of Class C Preferred stock for common stock | ||||||
Exchange of Class C Preferred stock for common stock, shares | (2,000,000) | 2,000,000 | ||||
Exercise of stock options | $ 10,502 | 10,502 | ||||
Exercise of stock options, shares | 3,388 | |||||
Offering costs | $ (255,202) | (255,202) | ||||
Stock options exercised - cashless | ||||||
Stock options exercised - cashless, shares | 53,684 | |||||
Warrants exercised - cashless | ||||||
Warrants exercised - cashless, shares | 169,578 | |||||
Stock-based compensation | 282,190 | 282,190 | ||||
Net loss | (6,990,965) | (6,990,965) | ||||
Balance at Jun. 30, 2019 | $ 34,123,037 | 1,213,059 | (29,957,438) | 5,378,658 | ||
Balance, shares at Jun. 30, 2019 | 18,347,324 | |||||
Balance at Mar. 31, 2019 | $ 34,117,535 | 1,027,319 | (26,034,866) | 9,109,988 | ||
Balance, shares at Mar. 31, 2019 | 2,000,000 | 16,340,378 | ||||
Exchange of Class C Preferred stock for common stock | ||||||
Exchange of Class C Preferred stock for common stock, shares | (2,000,000) | 2,000,000 | ||||
Exercise of stock options | $ 5,502 | 5,502 | ||||
Exercise of stock options, shares | 1,775 | |||||
Stock options exercised - cashless | ||||||
Stock options exercised - cashless, shares | 171 | |||||
Warrants exercised - cashless | ||||||
Warrants exercised - cashless, shares | 5,000 | |||||
Stock-based compensation | 185,740 | 185,740 | ||||
Net loss | (3,922,572) | (3,922,572) | ||||
Balance at Jun. 30, 2019 | $ 34,123,037 | $ 1,213,059 | $ (29,957,438) | $ 5,378,658 | ||
Balance, shares at Jun. 30, 2019 | 18,347,324 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net loss | $ (6,990,965) | $ (4,217,171) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 343,137 | 160,255 |
Amortization of debt discount | 161,462 | |
Loss on disposal of property and equipment | 24,438 | |
Stock-based compensation | 282,190 | 165,397 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (19,987) | 159 |
Inventory | (1,988,599) | (1,096,024) |
Other current assets | (9,130) | (448,800) |
Accounts payable | (197,592) | (663,696) |
Accrued liabilities | 411,760 | 214,158 |
Customer deposits | 526,100 | (29,143) |
Deferred revenue | 60,000 | |
Net cash used in operating activities | (7,421,624) | (5,890,427) |
INVESTING ACTIVITIES | ||
Purchases of certificates of deposit | (5,250,000) | |
Redemption of certificates of deposit | 6,250,000 | |
Other long-term assets | (38,844) | |
Proceeds from sale of property and equipment | 250 | |
Purchases of property and equipment | (60,597) | (709,243) |
Net cash provided by (used in) investing activities | (60,597) | 252,163 |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 4,264,999 | |
Proceeds from the exercise of stock options | 10,502 | 29,259 |
Payment of offering costs | (255,202) | |
Payment of capital lease obligations | (191,502) | (78,170) |
Net cash provided by (used in) financing activities | 3,828,797 | (48,911) |
Net cash decrease for period | (3,653,424) | (5,687,175) |
Cash at beginning of period | 4,903,019 | 7,824,109 |
Cash at end of period | 1,249,595 | 2,136,934 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 76,083 | 16,921 |
Cash paid during the period for income taxes | 150 | 150 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Portion of equipment acquired through capital leases | 88,850 | 1,751,963 |
Equipment purchases in accounts payable | $ 29,685 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS Arcimoto, Inc. (the "Company") was originally formed on November 21, 2007 as WTP Incorporated, an Oregon Corporation, and later changed its name to Arcimoto, Inc. The Company was founded in order to build products that catalyze the shift to a sustainable transportation system. The first step in this shift has been developing an affordable, daily utility, pure electric vehicle. Over the past ten years, the Company has developed a revolutionary new vehicle platform designed around the needs of everyday drivers. Its main product is the Fun Utility Vehicle® ("FUV"), the first real, affordable, and fossil-free alternative for the vast majority of daily trips. Compared to the average car, the FUV has dropped 2/3 of the weight and 2/3 of the footprint, in order to bring the joy of ultra-efficient, pure electric driving to the masses. Risks and Uncertainties The Company currently has limited production and distribution capabilities. Facilities to manufacture vehicles on a scale of up to 10,000 vehicles per year are substantially complete. Arcimoto also does not have a history of higher-scale production and may encounter delays, flaws, or inefficiencies in the manufacturing process, which may prevent or delay achieving higher-scale production within the anticipated timeline. At the end of October 2018, Arcimoto opened its first vehicle rental location in Eugene, Oregon. The Company used this location primarily as a test bed for developing the rental operations. Part of the Company's strategy is to use vehicle rentals to generate a positive cash flow from customer test drive activities. As with any strategy, there is the risk that the rental business will not be successful. As of June 30, 2019, the Company has $3,692,172 in inventory and another approximately $1,307,775 in prepaid inventory not received yet. Prepaid inventory is included in other current assets. Certain inventory components are included in prepaid inventory that are long lead time parts requiring payment in advance. The Company has limited experience in developing, training and managing a sales force, and will incur substantial additional expenses marketing its current and future products and services. Developing a full marketing and sales force is also time consuming and could delay launch of future products and services. In addition, the Company will compete with companies that currently have extensive and well-funded marketing and sales operations. The Company's marketing and sales efforts may be unable to compete successfully against these companies. Further, the Company's business and operations are sensitive to general governmental policy, business and economic conditions in the United States and worldwide. A host of factors beyond the Company's control could cause fluctuations in these conditions. Other developments, including but not limited to economic recessions, import tariffs, trends in vehicle manufacturing, consumer taste, availability of inventory, and changes in government policy related to cars and motorcycles, could have a material adverse effect on the Company's financial condition and the results of its operations. The Company's industry is characterized by rapid changes in technology and customer demands. As a result, the Company's products and services may quickly become obsolete and unmarketable. The Company's future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products and services on a timely and cost-effective basis. Further, the Company's products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company's new products and services may not be favorably received. In addition, we may not have the capital resources to further the development of existing and/or new products. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2: GOING CONCERN The accompanying financial statements have been prepared on a basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced recurring operating losses and negative operating cash flows since inception. The Company has not achieved positive earnings and operating cash flows to enable the Company to finance its operations internally. Funding for the business to date has come primarily through the issuance of debt and equity securities. The Company will require additional funding to continue to operate in the normal course of business. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern. Although the Company's objective is to increase its revenues from the sales of its products within the next few years sufficient to generate positive operating and cash flow levels, there can be no assurance that the Company will be successful in this regard. The Company will need to raise additional capital in order to fund its operations, which it intends to obtain through debt and/or equity offerings. Funds on hand and any follow-on capital, will be used to invest in our business to expand sales and marketing efforts, enhance our current product lines by continuing research and development to enhance the FUV and to bring future variants to retail production, continue to build out and optimize our production facility, and fund operations until positive cash flow is achieved. The need for additional capital may be adversely impacted by uncertain market conditions or approval by regulatory bodies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Information The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and pursuant to the instructions to Form 10-Q promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's financial position as of June 30, 2019, and the results of its operations for the three and six months ended June 30, 2019 and 2018 and its cash flows for the six months ended June 30, 2019 and 2018. Results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2018 included in the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019. Basis of Presentation The accounting and reporting policies of the Company conform with generally accepted accounting principles in the United States, ("GAAP"). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements The Company's financial instruments consist primarily of cash and capital lease obligations. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, Fair Value Measurements and Disclosures The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the accompanying financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. As of June 30, 2019 and December 31, 2018, the Company did not have any level 2 or level 3 instruments. Inventory Inventory is stated at the lower of cost (using the first-in, first-out method "FIFO") or market. Inventories consist of purchased electric motors, electrical storage and transmission equipment, and component parts. June 30, December 31, 2019 2018 Raw materials and component parts $ 3,519,910 $ 1,531,032 Work-in-progress 15,750 15,683 Finished goods 156,512 156,858 Total $ 3,692,172 $ 1,703,573 Offering Costs The Company accounts for offering costs in accordance with FASB ASC 340, Other Assets and Deferred Costs Customer Deposits Non-refundable customer deposits are comingled with operating funds. Refundable customer deposits are generally held in a separate deposit account. Revenue is not recognized on customer deposits until the deposit is applied to a non-refundable vehicle order, the vehicle manufacturing process is completed, the vehicle is ready for pickup by or delivery to the customer. Deferred Revenue Deferred revenues represent cash collected in advance of the revenues being earned for distributor licensing arrangements. Revenue Recognition The Company recognizes revenue when the earnings process is complete. This generally occurs when products are ready for pickup by or delivery to the customer in accordance with the sales agreement or purchase order, which is when control of the vehicle passes to the customer. The Company's shipping terms are generally F.O.B. shipping point, where title is transferred, and revenue is recognized when the products are shipped to or picked up by customers. Revenues related to distributor licensing arrangements are generally recognized over the term of the agreement, except for specific products and services specified as part of the agreement, for which revenue may be accelerated based on when the earnings process is complete. Research and Development Costs relating to R&D are expensed as incurred. Vehicle and battery R&D expenses consisted of approximately $2,037,000 and $3,097,000, for the three and six month periods ended June 30, 2019, respectively, and $364,000 and $1,411,000, for the three and six month periods ended June 30, 2018, respectively. Net Earnings or Loss per Share The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. At June 30, 2019 and 2018, the Company excluded the outstanding Employee Equity Plans ("EEP") and other securities summarized below, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. June 30, June 30, EEP Warrants to purchase common stock 687,316 958,004 EEP Stock options to purchase common stock 1,738,731 940,000 Investor warrants to purchase common stock 942,857 - Underwriters warrants 122,238 122,238 Warrants issued to vendors outside of employee plans 47,000 47,000 Total 3,538,142 2,067,242 Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financial statements properly reflect the change. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. The Company expects to adopt the new standard on January 1, 2020. The Company anticipates the adoption will not have a material impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update ("ASU") 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement". ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We do not believe the adoption of ASU 2018-13 will have a material effect on our financial statements and their disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which supersedes ASC Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019 for emerging growth companies, and interim periods within those years, with early adoption permitted. We will adopt this new standard on January 1, 2020. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements" that allows entities to apply the provisions of the new standard at the effective date (e.g. January 1, 2019), as opposed to the earliest period presented under the modified retrospective transition approach (January 1, 2017) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon its adoption of Topic 842, which will increase the total assets and total liabilities that the Company reports relative to such amounts prior to adoption. Adoption of Recent Accounting Pronouncements On August 17, 2018, the SEC issued Rule 33-10532 which requires registrants, including smaller reporting companies, to disclose in interim periods on Form 10-Q (1) the changes in each caption of stockholders' equity and noncontrolling interests for the "current and comparative year-to-date periods, with subtotals for each interim period" and (2) the amount of dividends per share for each class of shares. Rule 33-10532 became effective 30 days after its publication on November 5, 2018. On September 25, 2018 the SEC released guidance advising it will not object to a registrant adopting the requirement to include changes in stockholders' equity in the Form 10-Q for the first quarter beginning after the effective date of the rule. The Company adopted Rule 33-10532 on its effective date and has presented the required statement of stockholders' equity beginning in its first quarterly Form 10-Q filing in 2019. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 4: Concentrations Payables As of June 30, 2019, and December 31, 2018, the Company had one and two, respectively, significant vendors that accounted for more than 10% of the Company's payables balances. As of June 30, 2019, this vendor accounted for 12% of payable balances. As of December 31, 2018, these vendors accounted for 13 % and 23% of payable balances. Purchases/Inventory As of June 30, 2019, and December 31, 2018, the Company had two significant vendors that accounted for more than 10% of the Company's inventory balances. As of June 30, 2019 these vendors accounted for 16% and 22% of inventory balances. As of December 31, 2018, these vendors accounted for 12 % and 16% of inventory balances. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5: PROPERTY AND EQUIPMENT As of June 30, 2019 and December 31, 2018, our property and equipment consisted of the following: June 30, December 31, Computer equipment and software $ 56,743 $ 51,594 Furniture and fixtures 46,839 46,839 Machinery and equipment 4,683,529 4,683,529 FUV rental fleet 71,998 71,998 Leasehold improvements 349,008 349,008 Fixed assets in process 1,226,643 1,082,345 6,434,760 6,285,313 Less: accumulated depreciation (818,676 ) (475,539 ) Total $ 5,616,084 $ 5,809,774 Fixed assets in process is comprised primarily of Beta FUVs being reworked for deployment into the rental fleet, leasehold improvements, tooling and equipment related to the manufacturing of our vehicles. Completed assets are transferred to their respective asset class and depreciation begins when the asset is ready for its intended use. Depreciation expense was approximately $172,000 and $343,000 during the three and six months ended June 30, 2019, respectively, and was approximately $87,000 and $160,000 during the three and six months ended June 30, 2018, respectively. |
Capital Lease Obligations
Capital Lease Obligations | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
CAPITAL LEASE OBLIGATIONS | NOTE 6: CAPITAL LEASE OBLIGATIONS As of June 30, 2019, the Company has financed a total of approximately $2,232,000 of its capital equipment purchases with monthly payments ranging from $437 to $8,582, repayment terms ranging from 48 to 60 months, and effective interest rates ranging from 4.52% to 9.86%. Total monthly capital lease payments as of June 30, 2019 are approximately $46,100. These lease obligations mature ranging from December 2021 through February 2024 and are secured by approximately $2,814,000 in underlying assets which have approximately $282,000 in accumulated depreciation as of June 30, 2019. The balance of capital lease obligations was approximately $1,795,000 and $1,897,000 as of June 30, 2019 and December 31, 2018, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7: NOTES PAYABLE On December 27, 2018, the Company entered into a Subscription Agreement (the "Subscription Agreement") with FOD Capital, LLC, a Florida limited liability company (the "Investor"), pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "Note"). See Note 8 for additional details. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8: STOCKHOLDERS' EQUITY Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, no par value, of which 1,500,000 shares were designated as Series A-1 Preferred Stock and 2,000,000 are designated as Class C Preferred Stock. The Series A-1 Preferred Stock is convertible at any time after issuance at the option of the holder into shares of common stock at the original issue price of the Series A-1 Preferred Stock. The Series A-1 Preferred Stock is also subject to mandatory conversion provisions upon an initial public offering raising $15 million or more and is not redeemable. To prevent dilution, the conversion price of the Series A-1 Preferred Stock is to be adjusted for any issuance of securities, excluding exempt securities, which change the number of shares of common stock outstanding. The Series A-1 Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis and receive preference to the common stockholders upon liquidation. The Series A-1 Preferred Stock was converted to common stock in July 2017, prior to the Regulation A offering and listing. As a result of the share exchange agreement described below, the Company issued 2,000,000 shares of Class C Preferred Stock on November 15, 2018 in the exchange noted below. These 2,000,000 shares of Class C Preferred Stock were exchanged back to an equal number of shares of common stock on May 13, 2019, upon the filing of an amendment to the Restated Articles of the Company that increases the number of authorized shares of common stock. Except as otherwise required by law or expressly provided in the Related Articles, each share of Class C Preferred Stock has one vote for the election of directors and on all matters submitted to a vote of shareholders of the Company. The Company is not obligated to redeem or repurchase any shares of Class C Preferred Stock. Shares of Class C Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. Common Stock At the May 11, 2019 annual meeting of shareholders (the "2019 Annual Meeting"), the shareholders approved an increase in the number of authorized common shares from 20,000,000 to 60,000,000, which also triggered the automatic conversion of the 2,000,000 shares of Class C preferred stock to common stock described above. The Company has reserved a total of 3,522,031 shares of its common stock pursuant to the equity incentive plans (see Note 9). The Company has 2,426,047 and 2,236,893 stock options and warrants outstanding under these plans as of June 30, 2019 and December 31, 2018, respectively. As of June 30, 2019, the Company has reserved an additional 942,857 shares of its common stock for warrants pursuant to the Subscription Agreement discussed above. As of June 30, 2019 these warrants were fully vested. Common Stock Issued for Compensation During the six months ended June 30, 2018, the Company issued 20,000 restricted common shares for services with a fair value of $57,200. The shares were valued based on the stock price at the time of the grant. Exercise of Stock Options and Warrants On January 31, 2018, 14,200 employee options were exercised at a price per share of $2.0605 for total proceeds to the Company of $29,258. During the six months ended June 30, 2019, a total of 3,388 employee options were exercised at a price per share of $3.10 for total proceeds to the Company of $10,502. During the six months ended June 30, 2018, a total of 15,000 employee warrants with an exercise price of $0.50 per share per share were exercised in cashless transactions at a market price of $3.7776 per share to, which was based on the average of the Company's daily closing prices surrounding the transaction dates amounting to the issuance of a total of 13,014 shares of the Company's common stock. During the six months ended June 30, 2019, a total of 205,688 employee warrants, 35,688 with an exercise price of $0.50 per share and 170,000 with an exercise price of $0.9375 per share were exercised in cashless transactions at market prices ranging from $4.138 to $5.212 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates. The transactions resulted in the issuance of a total of 169,578 shares of the Company's common stock. During the six months ended June 30, 2019, a total of 96,581 employee options, with exercise prices ranging from $2.0605 to $3.10 per share were exercised in cashless transactions at a market prices ranging from $3.334 to $5.212 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates. The transactions resulted in the issuance of a total of 53,684 shares of the Company's common stock. Public Offering of Common Stock On March 25, 2019, the Company entered into Subscription Agreements with certain investors relating to a public offering of 800,000 shares of common stock directly to investors, for an offering price of $4.25 a share. The gross proceeds of $3,400,000 were offset by approximately $255,000 in various legal and transaction fees. With the net proceeds of approximately $3,145,000 from the offering, the Company plans to utilize these funds for operating expenses and inventory costs, amongst other general corporate purposes. The March 25, 2019 offering was made pursuant to the Company's registration statement on Form S-3, previously filed with the Securities and Exchange Commission (the "SEC") on October 3, 2018, and declared effective by the SEC on October 17, 2018, a base prospectus forming a part of the effective registration statement, and a prospectus supplement dated March 25, 2019. Private Offering of Common Stock During January and February 2019, the Company entered into unregistered Subscription Agreements under SEC series 4(a)(2) offering regulations, with four independent investors, pursuant to which the Company issued to the Investors at total of 288,333 shares of its common stock, no par value per share at a purchase price of $3.00 per share. With the net proceeds of approximately $865,000 from the offering, the Company plans to utilize these funds for operating expenses and inventory costs, amongst other general corporate purposes. Entry into a Material Definitive Agreement On December 27, 2018, the Company entered into a Subscription Agreement (the "Subscription Agreement") with FOD Capital, LLC, a Florida limited liability company (the "Investor"), pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "Note"). The Shares, Warrant and Note were purchased together by the Investor for an aggregate amount of $4.5 million but were issued separately (collectively, the "Transaction"). The Company offered the Shares and Warrant in a public offering pursuant to the Company's registration statement filed with the SEC that was declared effective on October 17, 2018, as well as the prospectus supplement filed on December 27, 2018 (the "Shelf Registration Statement"). The Note was issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Shares were issued for an aggregate purchase price of $1,500,000. In connection with the Share issuance, the Company granted the Investor with the exclusive option on the franchise rights for the lower Florida Keys, subject to the terms contained in the Company's standard franchise agreement. The Warrant has a 3-year term. The Company reserved 942,857 shares of common stock for issuance pursuant to the potential exercise of the Warrant and, so long as the Warrant remains outstanding, the Company will keep reserved for issuance under the Warrant that number of shares of Common Stock at least equal to the maximum number of shares of common stock as shall be necessary to satisfy the Company's obligation to issue shares of common stock under the Warrant then outstanding (without regard to any limitations on exercise). The warrant was valued based on the Black-Scholes option pricing model using similar inputs to those described in Note 9, other than the contractual life which was based on the term of the warrant. The relative fair value of the warrant in relation to the debt and equity component of the Transaction was $111,374. The Note is secured by a perfected first secured lien on all the Company's assets except for equipment assets securing existing or future leases. Interest will accrue at 10% per annum and will be paid at maturity or payoff of the note, with a minimum of one year of interest paid at such time. The Note matures on December 27, 2019 and, subject to certain conditions, can be extended for an additional six months upon payment of $300,000 to the Investor by the Company. In connection with the Note, the Company entered into a Security Agreement, an Intellectual Property Security Agreement and a Collateral Assignment of Lease Agreement, each dated as of December 27, 2018 (collectively, the "Collateral Documents"). The short-term note was recorded with an original issue discount of $322,942 which will be amortized as interest expense over the Note's twelve-month term. The discount is based on the allocation of costs and warrants associated with the Transaction. The discount will be amortized in 2019 through the date of maturity. |
Stock-Based Payments
Stock-Based Payments | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED PAYMENTS | NOTE 9: STOCK-BASED PAYMENTS The Company grants stock options and warrants pursuant to the 2018 Omnibus Stock Incentive Plan ("2018 Plan"), Amended and Restated 2015 Stock Incentive Plan ("2015 Plan") and the Second Amended and Restated 2012 Employee Stock Benefit Plan ("2012 Plan"). The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Grants to non-employees are expensed at the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached and (ii) the date at which the counterparty's performance is complete. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company's common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The Company uses the following inputs when valuating stock-based awards. The expected life of employee stock options was estimated using the "simplified method," as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company compatibles as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date. Stock-based compensation, including stock-options, warrants and stock issued for compensation is included in the statement of operations as follows: Three months ended Six months ended 2019 2018 2019 2018 Research and development $ 52,558 $ 25,996 $ 73,566 $ 57,011 Sales and marketing 23,862 7,522 37,606 72,373 General and administrative 109,320 18,283 171,018 36,013 Total $ 185,740 $ 51,801 $ 282,190 $ 165,397 2018 Omnibus Stock Incentive Plan The 2018 Omnibus Stock Incentive Plan (the "2018 Plan") was approved by the Board of Directors and then the Company's shareholders at the Company's 2018 annual meeting of shareholders held on June 9, 2018. At the 2019 Annual Meeting, the shareholders approved an additional 1,000,000 shares of common stock to be issued under the 2018 Plan. The 2018 Plan provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of equity awards, including, but not limited to, options that are incentive stock options or NQSOs and restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. The Company reserved 2,000,000 shares of common stock under the 2018 Plan. Awards that are forfeited generally become available for grant under the 2018 Plan. During the six months ended June 30, 2019, the Company granted 498,600 options under the 2018 Plan. These options had an exercise price of $4.52 and vest over three years. The total grant date fair value of these options was $963,929. As of June 30, 2019, 924,100 stock options are outstanding and 1,075,900 shares were available for issuance under the 2018 Plan. See below for the range of variables used in assessing the fair value at the grant date for the options issued under the 2018 Plan: April 5, Annual dividend yield - Expected life (years) 6.0 Risk-free interest rate 2.36 % Expected volatility 40.9 % Employee stock-based compensation expense under the 2018 Plan included in operating expenses for the three and six months ended June 30, 2019 was $136,638 and $205,943, respectively. Total compensation cost related to non-vested awards issued under the 2018 Plan not yet recognized as of June 30, 2019 was approximately $1,378,572 and will be recognized on a straight-line basis through April 2022 based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option grants or forfeitures. 2015 Stock Incentive Plan The 2015 Stock Incentive Plan (the "2015 Plan") provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of options that are incentive stock options or NQSOs and/or the grant of restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. One million shares of common stock were authorized for issuance under the 2015 Plan. Awards that are forfeited generally become available for grant under the 2015 Plan. As of June 30, 2019, 814,631 shares of common stock were reserved for issuance pursuant to stock options that are outstanding and 8,088 shares remain available for issuance pursuant to future awards that might be made under the 2015 Plan. During the six months ended June 30, 2019, 141,600 options were granted under the 2015 Plan with a grant date fair value of $273,751. See below for the range of variables used in assessing the fair value at the grant date for the options issued during the six months ended June 30, 2019: April 5, Annual dividend yield - Expected life (years) 6.0 Risk-free interest rate 2.36 % Expected volatility 40.9 % Employee stock-based compensation expense included in operating expenses for the three and six months ended June 30, 2019 related to the 2015 Plan was $49,102 and $76,247, respectively. Employee stock-based compensation expense included in operating expenses for the three and six months ended June 30, 2018 related to the 2015 Plan was $50,060 and $101,230, respectively. Total compensation cost related to non-vested awards not yet recognized as of June 30, 2019 was $348,403 and will be recognized on a straight-line basis through April 2022 based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option grants or forfeitures. 2012 Employee Stock Benefit Plan The 2012 Employee Stock Benefit Plan (the "2012 Plan") provides the Company the ability to grant to directors, employees, consultants, advisors or independent contractors shares of common stock of the Company through the grant of warrants and/or the grant of common stock. The Company originally reserved 1,000,000 shares of common stock for issuance under the 2012 Plan. Awards that are forfeited generally become available for grant under the 2012 Plan. As of June 30, 2019, 687,316 shares of common stock were reserved for issuance pursuant to warrants that are issued and outstanding under the 2012 Plan and 11,996 shares remain available for issuance pursuant to future awards that might be made under the 2012 Plan. Warrants expire 10 to 15 years from the grant date and were vested when issued. |
Customer Deposits
Customer Deposits | 6 Months Ended |
Jun. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
CUSTOMER DEPOSITS | NOTE 10: CUSTOMER DEPOSITS The Company has received customer deposits ranging from $100 to $10,100 per vehicle for Retail Series production vehicles and $42,000 per vehicle for Signature Series vehicles for purposes of securing a vehicle production slot. As of June 30, 2019 and December 31, 2018, the Company’s balance of deposits received was approximately $981,000 and $455,000, respectively. As of June 30, 2019 and December 31, 2018, $406,724 and $370,624, respectively, of these deposits were refundable upon demand. Deposits are included in current liabilities in the accompanying balance sheets. When a customer’s order is ready to enter the production process, the customer is notified that if they would like to proceed with the purchase of a vehicle, their deposit will no longer be refundable and any additional deposit required must be paid prior to the start of the manufacturing process. Customer deposits from related parties total $1,700 and $1,700 as of June 30, 2019 and December 31, 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11: COMMITMENTS AND CONTINGENCIES Litigation On March 11, 2018, the Company was served with a lawsuit entitled John R Switzer vs W.R. Hambrecht & Co. LLC et al. Jay Mendelson v. Arcimoto, Inc Mendelson Switzer |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS On July 3, 2019, 40,000 employee warrants with an exercise price of $0.50 per share were exercised in a cashless transaction at a market price of $3.162 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates amounting to the issuance of a total of 33,674 shares of the Company's common stock. Between July 11, 2019 and July 15, 2019, Arcimoto, Inc. (the "Company") entered into six subscription agreements (each a "Subscription Agreement" and, collectively, the "Subscription Agreements"), pursuant to which the Company issued notes in original principal amount of $600,000 (U.S.) (each a "Note" and, collectively, the "Notes"). The principal amount due under each Note is due and payable on the two-month anniversary of the date of each Note (the "Maturity Date"): in (a) cash, (b) the Company's common stock (valued at a price of $4.25 per share) or (c) in the event the Company issues convertible promissory notes to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by such third parties; in each case at the election of the holder of the Note. Each Note also bears interest, payable at the Maturity Date, equal to $100,000 multiplied by the remainder of (i) the amount of the Note divided by (ii) $600,000. Interest is payable on each Note in: (a) the Company's common stock (valued at $4.25 per share) or (b) in the event the Company issues convertible promissory notes to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by the third parties; in each case at the election of the holder. On August 14, 2019, the $600,000 in principal and accrued interest of $48,973 on the Notes were exchanged into $648,973 in principal amount of convertible promissory notes ("New Notes"). The principal amount of the New Notes is due and payable on the one year anniversary of the date of the New Notes (the "New Maturity Date") in (a) cash or (b) the Company's common stock at a price of $4.25 per share, at the election of the holder of the New Notes. Interest on the New Notes accrues at an annual rate of 10%, compounded monthly. The Company may prepay the indebtedness at any time. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Unaudited Interim Financial Information The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and pursuant to the instructions to Form 10-Q promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's financial position as of June 30, 2019, and the results of its operations for the three and six months ended June 30, 2019 and 2018 and its cash flows for the six months ended June 30, 2019 and 2018. Results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2018 included in the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements The Company's financial instruments consist primarily of cash and capital lease obligations. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, Fair Value Measurements and Disclosures The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the accompanying financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. As of June 30, 2019 and December 31, 2018, the Company did not have any level 2 or level 3 instruments. |
Inventory | Inventory Inventory is stated at the lower of cost (using the first-in, first-out method "FIFO") or market. Inventories consist of purchased electric motors, electrical storage and transmission equipment, and component parts. June 30, December 31, 2019 2018 Raw materials and component parts $ 3,519,910 $ 1,531,032 Work-in-progress 15,750 15,683 Finished goods 156,512 156,858 Total $ 3,692,172 $ 1,703,573 |
Offering Costs | Offering Costs The Company accounts for offering costs in accordance with FASB ASC 340, Other Assets and Deferred Costs |
Customer Deposits | Customer Deposits Non-refundable customer deposits are comingled with operating funds. Refundable customer deposits are generally held in a separate deposit account. Revenue is not recognized on customer deposits until the deposit is applied to a non-refundable vehicle order, the vehicle manufacturing process is completed, the vehicle is ready for pickup by or delivery to the customer. |
Deferred Revenue | Deferred Revenue Deferred revenues represent cash collected in advance of the revenues being earned for distributor licensing arrangements. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the earnings process is complete. This generally occurs when products are ready for pickup by or delivery to the customer in accordance with the sales agreement or purchase order, which is when control of the vehicle passes to the customer. The Company's shipping terms are generally F.O.B. shipping point, where title is transferred, and revenue is recognized when the products are shipped to or picked up by customers. Revenues related to distributor licensing arrangements are generally recognized over the term of the agreement, except for specific products and services specified as part of the agreement, for which revenue may be accelerated based on when the earnings process is complete. |
Research and Development | Research and Development Costs relating to R&D are expensed as incurred. Vehicle and battery R&D expenses consisted of approximately $2,037,000 and $3,097,000, for the three and six month periods ended June 30, 2019, respectively, and $364,000 and $1,411,000, for the three and six month periods ended June 30, 2018, respectively. |
Net Earnings or Loss per Share | Net Earnings or Loss per Share The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. At June 30, 2019 and 2018, the Company excluded the outstanding Employee Equity Plans ("EEP") and other securities summarized below, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. June 30, June 30, EEP Warrants to purchase common stock 687,316 958,004 EEP Stock options to purchase common stock 1,738,731 940,000 Investor warrants to purchase common stock 942,857 - Underwriters warrants 122,238 122,238 Warrants issued to vendors outside of employee plans 47,000 47,000 Total 3,538,142 2,067,242 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financial statements properly reflect the change. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. The Company expects to adopt the new standard on January 1, 2020. The Company anticipates the adoption will not have a material impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update ("ASU") 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement". ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We do not believe the adoption of ASU 2018-13 will have a material effect on our financial statements and their disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which supersedes ASC Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019 for emerging growth companies, and interim periods within those years, with early adoption permitted. We will adopt this new standard on January 1, 2020. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements" that allows entities to apply the provisions of the new standard at the effective date (e.g. January 1, 2019), as opposed to the earliest period presented under the modified retrospective transition approach (January 1, 2017) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon its adoption of Topic 842, which will increase the total assets and total liabilities that the Company reports relative to such amounts prior to adoption. |
Adoption of Recent Accounting Pronouncements | Adoption of Recent Accounting Pronouncements On August 17, 2018, the SEC issued Rule 33-10532 which requires registrants, including smaller reporting companies, to disclose in interim periods on Form 10-Q (1) the changes in each caption of stockholders' equity and noncontrolling interests for the "current and comparative year-to-date periods, with subtotals for each interim period" and (2) the amount of dividends per share for each class of shares. Rule 33-10532 became effective 30 days after its publication on November 5, 2018. On September 25, 2018 the SEC released guidance advising it will not object to a registrant adopting the requirement to include changes in stockholders' equity in the Form 10-Q for the first quarter beginning after the effective date of the rule. The Company adopted Rule 33-10532 on its effective date and has presented the required statement of stockholders' equity beginning in its first quarterly Form 10-Q filing in 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of inventory | June 30, December 31, 2019 2018 Raw materials and component parts $ 3,519,910 $ 1,531,032 Work-in-progress 15,750 15,683 Finished goods 156,512 156,858 Total $ 3,692,172 $ 1,703,573 |
Schedule of outstanding securities excluded from calculation of earnings per share | June 30, June 30, EEP Warrants to purchase common stock 687,316 958,004 EEP Stock options to purchase common stock 1,738,731 940,000 Investor warrants to purchase common stock 942,857 - Underwriters warrants 122,238 122,238 Warrants issued to vendors outside of employee plans 47,000 47,000 Total 3,538,142 2,067,242 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, December 31, Computer equipment and software $ 56,743 $ 51,594 Furniture and fixtures 46,839 46,839 Machinery and equipment 4,683,529 4,683,529 FUV rental fleet 71,998 71,998 Leasehold improvements 349,008 349,008 Fixed assets in process 1,226,643 1,082,345 6,434,760 6,285,313 Less: accumulated depreciation (818,676 ) (475,539 ) Total $ 5,616,084 $ 5,809,774 |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation, including stock-options, warrants and stock issued for compensation | Three months ended Six months ended 2019 2018 2019 2018 Research and development $ 52,558 $ 25,996 $ 73,566 $ 57,011 Sales and marketing 23,862 7,522 37,606 72,373 General and administrative 109,320 18,283 171,018 36,013 Total $ 185,740 $ 51,801 $ 282,190 $ 165,397 |
2018 Omnibus Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of range of variables used in assessing the fair value at the grant date | April 5, Annual dividend yield - Expected life (years) 6.0 Risk-free interest rate 2.36 % Expected volatility 40.9 % |
2015 Stock Incentive Plan [Member} | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of range of variables used in assessing the fair value at the grant date | April 5, Annual dividend yield - Expected life (years) 6.0 Risk-free interest rate 2.36 % Expected volatility 40.9 % |
Nature of Operations (Details)
Nature of Operations (Details) | Jun. 30, 2019USD ($)Vehicles | Dec. 31, 2018USD ($) |
Nature of Operations (Textual) | ||
Inventory | $ 3,692,172 | $ 1,703,573 |
Prepaid inventory not received | $ 1,307,775 | |
Number of vehicles | Vehicles | 10,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Raw materials and component parts | $ 3,519,910 | $ 1,531,032 |
Work-in-progress | 15,750 | 15,683 |
Finished goods | 156,512 | 156,858 |
Total | $ 3,692,172 | $ 1,703,573 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Summary of Significant Accounting Policies [Line Items] | ||
Total | 3,538,142 | 2,067,242 |
EEP Warrants to Purchase Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 687,316 | 958,004 |
EEP Stock Options to Purchase Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 1,738,731 | 940,000 |
Investor Warrants to Purchase Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 942,857 | |
Underwriters Warrants [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 122,238 | 122,238 |
Warrants Issued to Vendors Outside of Employee Plans [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 47,000 | 47,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Summary of Significant Accounting Policies (Textual) | ||||
Offering costs charged to stockholders' equity | $ 255,000 | $ 0 | ||
Research and development expenses | $ 2,037,000 | $ 364,000 | $ 3,097,000 | $ 1,411,000 |
Concentrations (Details)
Concentrations (Details) - Vendor | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Payables [Member] | ||
Concentrations (Textual) | ||
Number of vendor | 1 | 2 |
Concentration risk percentage | 10.00% | 12.00% |
Concentration risk, desription | These vendors accounted for 13 % and 23% of payable balances | |
Purchases/Inventory [Member] | ||
Concentrations (Textual) | ||
Number of vendor | 2 | 2 |
Concentration risk percentage | 10.00% | 10.00% |
Concentration risk, desription | These vendors accounted for 12 % and 16% of inventory balances. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,434,760 | $ 6,285,313 |
Less: accumulated depreciation | (818,676) | (475,539) |
Total | 5,616,084 | 5,809,774 |
FUV rental fleet [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 71,998 | 71,998 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 349,008 | 349,008 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,683,529 | 4,683,529 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 46,839 | 46,839 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 56,743 | 51,594 |
Fixed assets in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,226,643 | $ 1,082,345 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 172,000 | $ 87,000 | $ 343,000 | $ 160,000 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Capital Lease Obligations (Textual) | ||
Purchase of capital equipment | $ 2,232,000 | |
Lease obligations maturity, description | These lease obligations mature ranging from December 2021 through February 2024. | |
Capital lease obligations | $ 1,795,000 | $ 1,897,000 |
Underlying assets | 2,814,000 | |
Accumulated depreciation | 282,000 | |
Capital lease payments | 46,100 | |
Minimum [Member] | ||
Capital Lease Obligations (Textual) | ||
Purchase of capital equipment | $ 437 | |
Repayment financial term | 48 months | |
Effective interest rates | 4.52% | |
Maximum [Member] | ||
Capital Lease Obligations (Textual) | ||
Purchase of capital equipment | $ 8,582 | |
Repayment financial term | 60 months | |
Effective interest rates | 9.86% |
Notes Payable (Details)
Notes Payable (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable (Textual) | |
Description of note convertible | (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "Note"). |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 13, 2019 | May 11, 2019 | Dec. 27, 2018 | Mar. 25, 2019 | Feb. 28, 2019 | Jan. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 27, 2019 | Jul. 03, 2019 | Dec. 31, 2018 | Nov. 15, 2018 |
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | |||||||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||||||||||
Common stock, par value | |||||||||||||
Total proceeds stock option amount | $ 5,502 | $ 10,502 | $ 29,258 | ||||||||||
Employee warrants | 15,000 | ||||||||||||
Warrant exercise price | $ 0.50 | ||||||||||||
Issuance of shares | 13,014 | ||||||||||||
Issue of restricted common shares | 20,000 | ||||||||||||
Restricted common shares fair value | $ 57,200 | ||||||||||||
Description of subscription agreement | The Company entered into a Subscription Agreement (the "Subscription Agreement") with FOD Capital, LLC, a Florida limited liability company (the "Investor"), pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "Note"). The Shares, Warrant and Note were purchased together by the Investor for an aggregate amount of $4.5 million but were issued separately (collectively, the "Transaction"). | ||||||||||||
Purchase price of shares | $ 1,500,000 | ||||||||||||
Warrant term | 3 years | ||||||||||||
Note matures | Dec. 27, 2019 | ||||||||||||
Fair value of warrants | $ 111,374 | ||||||||||||
Original issue discount | $ 322,942 | ||||||||||||
Market price, per share | $ 3.7776 | ||||||||||||
Share Exchange Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of shares | 2,000,000 | ||||||||||||
Subscription Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issue of public offering common stock shares | 800,000 | 288,333 | |||||||||||
Issue of public offering common stock value | $ 3,400,000 | ||||||||||||
Exercised at a price per share | $ 4.25 | $ 3 | |||||||||||
Offering costs | $ 255,000 | ||||||||||||
Net proceeds | $ 3,145,000 | $ 865,000 | |||||||||||
Employee Options [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Employee warrants | 96,581 | 96,581 | |||||||||||
Issuance of shares | 53,684 | 53,684 | |||||||||||
Maximum [Member] | Employee Options [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant exercise price | $ 3.10 | $ 3.10 | |||||||||||
Market price, per share | 5.212 | 5.212 | |||||||||||
Minimum [Member] | Employee Options [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant exercise price | 2.0605 | 2.0605 | |||||||||||
Market price, per share | $ 3.334 | $ 3.334 | |||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reserved common stock pursuant to the equity incentive plans | 3,522,031 | 3,522,031 | |||||||||||
Stock options and warrants outstanding | 2,426,047 | 2,426,047 | 2,236,893 | ||||||||||
Employee options exercised | 14,200 | 1,775 | 3,388 | 14,200 | |||||||||
Exercised at a price per share | $ 2.0605 | $ 3.10 | $ 3.10 | ||||||||||
Total proceeds stock option amount | $ 29,258 | $ 5,502 | $ 10,502 | $ 29,258 | |||||||||
Employee warrants | 205,688 | 205,688 | |||||||||||
Issuance of shares | 169,578 | 169,578 | |||||||||||
Additional issuance of warrants | 942,857 | ||||||||||||
Conversion of common stock shares | 2,000,000 | ||||||||||||
Common Stock [Member] | Subscription Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reserved shares of common stock for issuance | 942,857 | 942,857 | |||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercised at a price per share | $ 2.0605 | ||||||||||||
Common Stock One [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Employee warrants | 35,688 | 35,688 | |||||||||||
Warrant exercise price | $ 0.50 | $ 0.50 | |||||||||||
Common Stock Two [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Employee warrants | 170,000 | 170,000 | |||||||||||
Warrant exercise price | $ 0.9375 | $ 0.9375 | |||||||||||
Common Stock Two [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Market price, per share | 5.212 | 5.212 | |||||||||||
Common Stock Two [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Market price, per share | $ 4.138 | $ 4.138 | |||||||||||
Additional Paid-in Capital [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Total proceeds stock option amount | |||||||||||||
Offering costs | 0 | ||||||||||||
Issuance of common stock value | $ 111,374 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||
Preferred stock, shares designated | 2,000,000 | 2,000,000 | |||||||||||
Preferred stock, par value | |||||||||||||
Preferred stock, shares issued | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||
Preferred stock, shares outstanding | |||||||||||||
Employee options exercised | |||||||||||||
Total proceeds stock option amount | |||||||||||||
Conversion of common stock shares | 2,000,000 | ||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of common stock shares | 2,000,000 | ||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 60,000,000 | ||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 20,000,000 | ||||||||||||
Series A-1 Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 1,500,000 | ||||||||||
Preferred stock, shares designated | 1,500,000 | 1,500,000 | |||||||||||
Preferred stock, par value | |||||||||||||
Preferred stock, shares issued | |||||||||||||
Preferred stock, shares outstanding | |||||||||||||
Conversion provisions upon an initial public offering | $ 15,000,000 | $ 15,000,000 | |||||||||||
Employee options exercised | |||||||||||||
Total proceeds stock option amount | |||||||||||||
Series A-1 Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | |||||||||||||
Preferred stock, shares outstanding | |||||||||||||
Subsequent Event [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant exercise price | $ 0.50 | ||||||||||||
Reserved shares of common stock for issuance | 33,674 | ||||||||||||
Subject to certain conditions by investor | $ 300,000 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 185,740 | $ 51,801 | $ 282,190 | $ 165,397 |
Research and development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 52,558 | 25,996 | 73,566 | 57,011 |
Sales and marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 23,862 | 7,522 | 37,606 | 72,373 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 109,320 | $ 18,283 | $ 171,018 | $ 36,013 |
Stock-Based Payments (Details 1
Stock-Based Payments (Details 1) - 2018 Omnibus Stock Incentive Plan [Member] | Apr. 05, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Annual dividend yield | |
Expected life (years) | 6 years |
Risk-free interest rate | 2.36% |
Expected volatility | 40.90% |
Stock-Based Payments (Details T
Stock-Based Payments (Details Textual) - USD ($) | Apr. 05, 2019 | Sep. 01, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 31, 2018 |
Stock-Based Payments (Textual) | |||||||
Stock-based compensation | $ 185,740 | $ 51,801 | $ 282,190 | $ 165,397 | |||
Exercise price per share | $ 0.50 | $ 0.50 | |||||
Total shares issued | 13,014 | 13,014 | |||||
2012 Employee Stock Benefit Plan [Member] | |||||||
Stock-Based Payments (Textual) | |||||||
Warrants issued and outstanding, shares of company common stock | 687,316 | 687,316 | |||||
Warrant issued | 11,996 | ||||||
2012 Employee Stock Benefit Plan [Member] | Minimum [Member] | |||||||
Stock-Based Payments (Textual) | |||||||
Warrants expire term | 10 years | ||||||
2012 Employee Stock Benefit Plan [Member] | Maximum [Member] | |||||||
Stock-Based Payments (Textual) | |||||||
Warrants expire term | 15 years | ||||||
2015 Option Plan [Member] | |||||||
Stock-Based Payments (Textual) | |||||||
Options granted | 141,600 | ||||||
2015 Stock Incentive Plan [Member] | |||||||
Stock-Based Payments (Textual) | |||||||
Total compensation cost related to non-vested awards | $ 348,403 | $ 348,403 | |||||
Price per share | $ 2.0605 | ||||||
Options issued | 8,088 | ||||||
Options granted | 273,751 | ||||||
Options outstanding | 814,631 | 814,631 | |||||
Employee stock-based compensation expense | $ 49,102 | $ 50,060 | $ 76,247 | $ 101,230 | |||
2018 Omnibus Stock Incentive Plan [Member] | |||||||
Stock-Based Payments (Textual) | |||||||
Common stock for delivery under the plan | 2,000,000 | 2,000,000 | |||||
Stock-based compensation | $ 136,638 | $ 205,943 | |||||
Options granted | 498,600 | 617,000 | |||||
Options outstanding | 924,100 | 924,100 | |||||
Compensation cost related to non-vested awards issued | $ 1,378,572 | $ 1,378,572 | |||||
2018 Omnibus Stock Incentive Plan [Member] | |||||||
Stock-Based Payments (Textual) | |||||||
Additional shares of common stock | 1,000,000 |
Customer Deposits (Details)
Customer Deposits (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Customer Deposits (Textual) | ||
Deposits received | $ 980,724 | $ 454,624 |
Customer deposits from related parties | 1,700 | 1,700 |
Refundable deposits amount | 406,724 | $ 370,624 |
Signature Series Vehicles [Member] | ||
Customer Deposits (Textual) | ||
Customer deposits per order | 42,000 | |
Minimum [Member] | Retail Production Vehicles [Member] | ||
Customer Deposits (Textual) | ||
Customer deposits per order | 100 | |
Maximum [Member] | Retail Production Vehicles [Member] | ||
Customer Deposits (Textual) | ||
Customer deposits per order | $ 10,100 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jul. 15, 2019 | Jul. 03, 2019 | Jun. 30, 2018 |
Subsequent Events (Textual) | |||
Warrants exercise price | $ 0.50 | ||
Subsequent Event [Member] | |||
Subsequent Events (Textual) | |||
Stock options available for issuance | 33,674 | ||
Employee warrants | 40,000 | ||
Warrants exercise price | $ 0.50 | ||
Market price | $ 3.162 | ||
Subsequent Event [Member] | Subscription Agreement [Member] | |||
Subsequent Events (Textual) | |||
Descriptions of subscription agreement | Arcimoto, Inc. (the "Company") entered into six subscription agreements (each a "Subscription Agreement" and, collectively, the "Subscription Agreements"), pursuant to which the Company issued notes in original principal amount of $600,000 (U.S.) (each a "Note" and, collectively, the "Notes"). The principal amount due under each Note is due and payable on the two-month anniversary of the date of each Note (the "Maturity Date"): in (a) cash, (b) the Company's common stock (valued at a price of $4.25 per share) or (c) in the event the Company issues convertible promissory notes to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by such third parties; in each case at the election of the holder of the Note. Each Note also bears interest, payable at the Maturity Date, equal to $100,000 multiplied by the remainder of (i) the amount of the Note divided by (ii) $600,000. Interest is payable on each Note in: (a) the Company's common stock (valued at $4.25 per share) or (b) in the event the Company issues convertible promissory notes to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by the third parties; in each case at the election of the holder. On August 14, 2019, the $600,000 in principal and accrued interest of $48,973 on the Notes were exchanged into $648,973 in principal amount of convertible promissory notes ("New Notes"). The principal amount of the New Notes is due and payable on the one year anniversary of the date of the New Notes (the "New Maturity Date") in (a) cash or (b) the Company's common stock at a price of $4.25 per share, at the election of the holder of the New Notes. Interest on the New Notes accrues at an annual rate of 10%, compounded monthly. The Company may prepay the indebtedness at any time. |