The accompanying unaudited notes are an integral part of these unaudited Condensed Consolidated Financial Statements
The accompanying unaudited notes are
an integral part of these unaudited Condensed Consolidated Financial Statements
The accompanying
unaudited notes are an integral part of these unaudited Condensed Consolidated Financial Statements
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
1.
|
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Nature of Operations
Envision
Solar International Inc. (along with its subsidiary, hereinafter the “Company”, “us”, “we”,
“our” or “Envision”), a Nevada corporation, invents, designs, and manufactures solar powered products
and proprietary technology solutions targeting three verticals: electric vehicle charging infrastructure, out of home advertising
infrastructure, and energy security and disaster preparedness. The Company focuses on creating renewably energized platforms for
electric vehicle (“EV”) charging, media and branding, and energy security which management believes are attractive,
rapidly deployed, and of the highest quality. Management believes that the Company’s chief differentiator is its ability
to invent, design, engineer, and manufacture solar products which are a complex integration of our own proprietary technology
and other commonly available engineered components. The resulting products are built to have the longest life expectancy in the
industry while also delivering valuable amenities and potentially highly attractive revenue opportunities for our customers. Management
believes that Envision’s products deliver multiple layers of value such as: impact free renewably energized EV charging;
media, branding, and advertising platforms; sustainable and secure energy production; architectural enhancement; reduced carbon
footprint; high visibility "green halo" branding; reduction of net operating costs through reduced utility bills; and
revenue creation opportunities through the sales of digital out of home (“DOOH”) media.
Basis of Presentation
The interim unaudited
condensed consolidated financial statements included herein have been prepared by the Company, pursuant to the rules and regulations
of the Securities and Exchange Commission. In the opinion of the Company’s management, all adjustments (consisting of normal
recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations
and cash flows for the three months ended March 31, 2018 and 2017, and our financial position as of March 31, 2018, have been made.
The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the
full year.
Certain information
and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from
these interim financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2017. The December
31, 2017 consolidated balance sheet is derived from those statements.
Principals of Consolidation
The unaudited condensed
consolidated financial statements include the accounts of Envision Solar International, Inc. and its wholly-owned subsidiary, Envision
Solar Construction Company, Inc. All inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of
financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates in the accompanying unaudited condensed consolidated
financial statements include the allowance for doubtful accounts receivable, valuation of inventory and standard cost allocations,
depreciable lives of property and equipment, estimates of loss contingencies, valuation of derivatives, valuation of beneficial
conversion features in convertible debt, valuation of share-based payments, and the valuation allowance on deferred tax assets.
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
Concentrations
Concentration of Credit Risk
Financial instruments that potentially subject
us to concentrations of credit risk consist of cash and revenues.
The Company maintains
its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced
any losses in such accounts from inception through March 31, 2018. As of March 31, 2018, there were no amounts greater than the
federally insured limits.
Concentration of Accounts Receivable
As of March 31, 2018,
customers that each represented more than 10% of the Company’s net accounts receivable balance were as follows:
Customer A
|
48%
|
Customer B
|
24%
|
As of December 31, 2017,
there was a single customer that represented 94% of the Company’s net accounts receivable balance.
Concentration of Revenues
For the three months ended March
31, 2018, customers that each represented more than 10% of our net revenues were as follows:
Customer A
|
69%
|
Customer B
|
15%
|
For the three months ended March
31, 2017, customers that each represented more than 10% of our net revenues were as follows:
Customer C
|
39%
|
Customer D
|
24%
|
Customer
E
|
17%
|
Customer F
|
13%
|
Cash and Cash Equivalents
For the purposes of
the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2018 and December
31, 2017 respectively.
Fair Value of Financial Instruments
The Company’s
financial instruments, including cash, accounts receivable, accounts payable, accrued expenses, and short term loans, are carried
at historical cost basis. At March 31, 2018, the carrying amounts of these instruments approximated their fair values because of
the short-term nature of these instruments.
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
Accounting for Derivatives
The Company evaluates
its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those
contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The
result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded
as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement
of operations as other income (expense). Upon conversion of a note where the embedded conversion option has been bifurcated and
accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives
and debt discounts and recognizes a net gain or loss on extinguishment. Equity instruments that are initially classified as equity
that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument
on the reclassification date.
Revenue Recognition
As of January
1, 2018, Envision adopted the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from
Contracts with Customers (Topic 606). The core principle of this Topic is that an entity recognizes revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled
in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following
five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the
transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we
satisfy a performance obligation
Revenues
are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance
of previously sold products, and revenues from sales of professional services.
Revenues
from inventoried product sales are recognized upon the final delivery of such product to the customer or when legal transfer of
ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is
entered into. The customer is typically obligated to make payment for such products within a 15-45 day period after delivery.
Revenues
from maintenance fees are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements
determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for
the service in advance of the maintenance period.
Revenues
from professional services are recognized as services are performed. Revenue values are based upon fixed fee arrangements or hourly
fee-based arrangements with agreed to hourly rates of service categories in line with expertise requirements. These services are
billed to a customer as such services are provided and the customer will be obligated to make payments for such services typically
within a 15-45 day period.
Any deposits
received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is
provided are accounted for as deferred revenue on the balance sheet.
The Company includes shipping and handling fees billed to
customers as revenues, and shipping and handling costs as cost of revenues. Sales tax is recorded on a net basis and excluded
from revenue. The Company generally provides a standard one year warranty on its products for materials and workmanship but will
pass on the warranties from its vendors, if any, which generally cover at least such period. In accordance with ASC 450-20-25,
the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At March 31, 2018,
the Company has no product warranty accrual given the Company’s de minimis historical financial warranty experience.
Patents
The company
believes it is in a position to achieve future economic value benefits for its various patents and patent ideas. All administrative
costs for obtaining patents are accumulated on the balance sheet as a Patent asset until such time as a patent is issued. The
costs of these intangible assets are classified as a long term asset and amortized on a straight line basis over the legal life
of such asset, which is typically 20 years. In the event a patent is denied or abandoned, all accumulated administrative costs
will be expensed in the period in which the patent was denied or abandoned. Patent amortization expense was $140 in each of the
three-month periods ended March 31, 2018 and 2017.
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
Stock-Based Compensation
The Company follows
ASC 718, “Compensation – Stock Compensation.” ASC 718 requires companies to estimate and recognize the fair value
of stock-based awards to employees and directors. The fair value of the portion of an award that is ultimately expected to vest
is recognized as an expense over the requisite service periods using the straight-line attribution method.
The Company accounts
for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based
Payments to Non Employees.”
The Company estimates
the fair value of each stock option at the grant date by using the Black-Scholes option pricing model.
Net Loss Per Share
Basic net loss per
share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods
presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the
period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental
common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents.
Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.
Convertible notes payable
that are convertible into 9,067,752 common shares, options to purchase 15,216,664 common shares and warrants to purchase 6,463,017
common shares were outstanding at March 31, 2018. These shares were not included in the computation of diluted loss per share for
the three months ended March 31, 2018 because the effects would have been anti-dilutive. These options and warrants may dilute
future earnings per share.
Segments
The Company follows
ASC 280-10 for, "Disclosures about Segments of an Enterprise and Related Information." During 2018 and 2017, the Company
only operated in one segment; therefore, segment information has not been presented.
New Accounting Pronouncements
ASU 2018-05
In March 2018, the
Financial Accounting Standards Board issued Accounting Standards Update No. 2018-05:
"Income Taxes (Topic 805)”
to provide accounting and disclosure guidance on accounting for income taxes under generally accepted accounting principles (“U.S.
GAAP”). This guidance addresses the recognition of taxes payable or refundable for the current year and the recognition of
deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized in an entity’s
financial statements or tax returns. ASC Topic 740 also addresses the accounting for income taxes upon a change in tax laws or
tax rates. The income tax accounting effect of a change in tax laws or tax rates includes, for example, adjusting (or re-measuring)
deferred tax liabilities and deferred tax assets, as well as evaluating whether a valuation allowance is needed for deferred tax
assets. The Company has accounted for the changes related to the Tax Cuts and Jobs act passed by Congress in 2017.
ASU 2016-02
In February
2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: “Leases (Topic 842)”
whereby lessees will need to recognize almost all leases on their balance sheet as a right of use asset and a lease liability.
This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. The Company expects this
ASU will increase its current assets and current liabilities but have no net material impact on its consolidated financial statements.
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
ASU 2017-05
In February 2017, the
Financial Accounting Standards Board issued Accounting Standards Update No. 2017-05:
"Other Income - Gains and Losses from
the Derecognition of Nonfinancial Assets (Subtopic 610-20)” -
to clarify the scope of Subtopic 610-20, “Other
Income—Gains and Losses from the Derecognition of Nonfinancial Assets”, and to add guidance for partial sales of nonfinancial
assets. Subtopic 610-20, which was issued in May 2014 as a part of Accounting Standards Update No. 2014-09, Revenue from Contracts
with Customers (Topic 606), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts
with noncustomers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The adoption
of ASU No. 2017-05 did not have a material impact on the Company's consolidated financial statements or related disclosures.
ASU 2016-15
In August 2016, the
Financial Accounting Standards Board issued Accounting Standards Update No. 2016-15,
Statement of Cash Flows (Topic 230): Classification
of Certain Cash Receipts and Cash Payments.
This guidance addresses eight specific cash flow issues with the objective of reducing
diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard
provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement
of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the
settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions
received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable
cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning
after December 15, 2017 on a retrospective basis. The adoption of ASU No. 2016-15 did not have a material impact on the Company's
consolidated financial statements or related disclosures.
ASU 2014-09
In May 2014, the Financial
Accounting Standards Board issued Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606)” which requires
that an entity recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects
the consideration to which the Company expects to be entitled in exchange for those goods or services. Since the issuance of the
original standard, the FASB has issued several updates to the standard which i) clarify the application of the principal versus
agent guidance; ii) clarify the guidance relating to performance obligations and licensing; iii) clarify assessment of the collectability
criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts at transaction; and
iv) clarify narrow aspects of ASC 606 or corrects unintended application of the guidance. The new revenue recognition standard,
amended by the updates, becomes effective in the first quarter of 2018 and is to be applied retrospectively using one of two prescribed
methods. The Company has adopted the new standard effective January 1, 2018 and the adoption of this standard did not have any
impact on the amount or timing of its revenues.
As reflected
in the accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2018, the Company
had a net loss of $1,011,607. Additionally, at March 31, 2018, the Company had a working capital deficit of $1,123,045, an accumulated
deficit of $39,288,486 and a stockholders’ deficit of $725,482. It is Management’s opinion that these factors raise
substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance
date of this report.
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
The Company
has incurred significant losses from operations, and such losses are expected to continue. In addition, the Company has limited
working capital. In the upcoming months, Management's plans include seeking additional operating and working capital through a
combination of public, private and debt financings. There is no guarantee that additional capital or debt financing will be available
when and to the extent required, or that if available, it will be on terms acceptable to the Company. Further, the Company continues
to seek out sales contracts for new product sales that should provide additional revenues and, in the long term, gross profits.
Additionally, Envision intends to renegotiate the debt instruments that are currently due or become due later in 2018. All such
actions and funds, if successful, may not be sufficient to cover monthly operating expenses or meet minimum payments with respect
to the Company’s liabilities over the next twelve months.
The unaudited
condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern.
Inventories are stated at the lower of
cost or net realizable value. Costs are determined using the first in- first out (FIFO) method. Inventory consists approximately
of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Finished Goods
|
|
$
|
121,616
|
|
|
$
|
1,716,141
|
|
Work in Process
|
|
|
275,506
|
|
|
|
311,481
|
|
Raw Materials
|
|
|
149,904
|
|
|
|
300,479
|
|
Inventory Allowance
|
|
|
(8,601
|
)
|
|
|
(8,601
|
)
|
Total Inventory
|
|
$
|
538,425
|
|
|
$
|
2,319,500
|
|
The major components of accrued expenses
are summarized as follows:
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Accrued vacation
|
|
$
|
146,622
|
|
|
$
|
152,051
|
|
Accrued interest
|
|
|
162,783
|
|
|
|
175,953
|
|
Accrued rent
|
|
|
76,332
|
|
|
|
77,164
|
|
Accrued loss contingency
|
|
|
–
|
|
|
|
44,423
|
|
Other accrued expense
|
|
|
51,038
|
|
|
|
2,333
|
|
Total accrued expenses
|
|
$
|
436,775
|
|
|
$
|
451,924
|
|
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
5.
|
CONVERTIBLE LINE OF CREDIT
|
On September
18, 2017, in addition to a convertible “Lender” note (See Note 7), the Company entered into a revolving secured convertible
promissory note (the “Revolver”) with an unaffiliated lender (the “Lender”). Pursuant to the Revolver,
the Company has the right to make borrowings from the Lender in amounts of up to 70% of the value of any specific purchase order
(each a “PO”) received by the Company from a credit worthy customer (each a “Draw Down”), up to a maximum
of $3,000,000, commencing on the date of the Revolver and terminating 300 days after the date of the Revolver. The Revolver bears
simple interest at the floating rate per annum equal to the 12 month USD LIBOR index rate quoted from time to time in New York,
New York by the Bloomberg Service plus 600 basis points (the “Interest Rate”). The Interest Rate will be adjusted
on the first day of each calendar month during the term of this Note to reflect any changes in the 12 month LIBOR rate as quoted
on that day, or if that day is not a business day, on the next business day thereafter. The principal and accrued unpaid interest
with respect to each Draw Down is due and payable within five (5) business days of receipt from the Customer by the Company of
a payment due under the applicable PO (with respect to each Draw Down, the “Maturity Date”). Each Draw Down is secured
by a perfected recorded second priority security interest in all of the Company’s assets, as set forth in that certain Security
Agreement by and between the Company and the Lender. The Lender will have the right at any time until the Maturity Date of a Draw
Down, provided the Lender gives the Company written notice of the Lender’s election to convert prior to any prepayment of
such Draw Down by the Company with respect to converting that portion of such Draw Down covered by the prepayment, to convert
all or any portion of the outstanding principal and accrued unpaid interest (the “Conversion Amount”), into such number
of fully paid and nonassessable shares of the Company’s common stock as is determined by dividing the Conversion Amount
by the greater of (i) fifteen cents ($0.15) or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock
that is quoted on a public securities trading market (if more than one, the one with the then highest trading volume), during
the five (5) consecutive trading days immediately prior to the date of the Lender’s written notice of the Lender’s
election to convert.
As additional
consideration for any Draw Downs made by the Company as evidenced by the Revolver, the Company agreed to issue to the Lender common
stock purchase warrants exercisable for a period of three years from the date of issuance with an exercise price equal to the greater
of (i) $0.15 per share or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted on a
public securities trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive
trading days immediately prior to the date of the applicable Draw Down. The number of warrants issuable to the Lender will equal
25% of the increase over the highest dollar amount previously drawn down by the Company on the Revolver divided by the greater
of (i) fifteen cents ($0.15) or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted
on a public securities trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive
trading days immediately prior to the date of the applicable Draw Down which causes the increase over the previous highest amount
borrowed.
The Company
received funds for an initial Draw Down on September 26, 2017 in the amount of $850,000. As a result of this Draw Down, the Company
issued 1,416,667 common stock purchase warrants having a value of $122,992 using the Black-Scholes valuation methodology, and each
with a $0.15 exercise price and three year term. As a result of this transaction and including the relative fair value of the issued
warrants, the Company recorded $243,223 of value of beneficial conversion features and warrants, which was recorded as debt discount
on the accompanying balance sheet and was amortized to interest expense over the term of the Draw Down. This Draw Down was paid
back to the Lender during the three month period ended March 31, 2018.
The Company
received funds for a second Draw Down on October 24, 2017 in the amount of $300,000. As a result of this Draw Down, the Company
issued 500,000 common stock purchase warrants having a value of $56,620 using the Black-Scholes valuation methodology, and each
with a $0.15 exercise price and three year term. As a result of this transaction and including the relative fair value of the issued
warrants, the Company recorded $175,261 of value of beneficial conversion features and warrants, which was recorded as debt discount
on the accompanying balance sheet and was amortized to interest expense over the term of the Draw Down. This Draw Down was paid
back to the Lender during the three month period ended March 31, 2018.
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
The Company
received funds for a third Draw Down on February 20, 2018 in the amount of $290,000. As a result of this Draw Down, the Company
issued 407,784 common stock purchase warrants having a fair value of $61,282 using the Black-Scholes valuation methodology, and
each with a $0.1778 exercise price and three year term (See Note 11 and 13). As a result of this transaction, the Company recorded
$212,420 of debt discount consisting of the relative fair value of warrants of $50,591 and a beneficial conversion feature value
of $161,829 which is being amortized to interest expense over the estimated term of the Draw Down.
As of March
31, 2018, the convertible line of credit had a balance, net of a $120,371 debt discount, amounting to $169,629.
6.
|
CONVERTIBLE NOTES PAYABLE - RELATED PARTIES
|
As of March 31, 2018,
the following summarizes amounts owed under short-term convertible notes –related parties:
|
|
Amount
|
|
Evey Note
|
|
$
|
59,616
|
|
Wheatley Note
|
|
|
147,500
|
|
|
|
$
|
207,116
|
|
Evey Note
Prior to
fiscal 2011, the Company was advanced monies by John Evey, our former director, and executed a 10% convertible promissory note
with compounding interest which was convertible into shares of common stock at $0.33 per share. There was no beneficial conversion
feature at the note date and this note is subordinate to the then existing notes. Through a series of amendments from the original
due date, the conversion price of the convertible note was reduced to $0.20 and the maturity date was extended to December 31,
2017.
Although
as of December 31, 2016, Mr. Evey is no longer a director, because he was our Chairman and a related party since 2010, we have
continued to classify this note as a Convertible Note Payable - Related Parties in the accompanying balance sheet. For the three
month period ended March 31, 2018, the Company made principal payments totaling $3,000. As of March 31, 2018, this note is past
due and has a balance of $59,616 with accrued interest amounting to $64,222 which is included in accrued expenses (See Note 4
and 13). The note continues to bear interest at a rate of 10%
.
Wheatley Note
On October
18, 2016, the Company entered into a five year employment agreement, effective as of January 1, 2016, with Mr. Desmond Wheatley,
the Chief Executive Officer, President, and Chairman of the Company (the “Agreement”). Pursuant to the Agreement,
Mr. Wheatley will receive an annual deferred salary of $50,000 which Mr. Wheatley will defer until such time as Mr. Wheatley and
the Board of Directors agree that payment of the deferred salary and/or cessation of the deferral is appropriate. In certain circumstances
upon the Company achieving specified milestones, which are described in the Agreement, Mr. Wheatley can demand payment of all
or any portion of the deferred amount, and the Company must comply with such demand. All deferred amounts are evidenced by an
unsecured convertible promissory note payable by the Company to Mr. Wheatley, bearing simple interest at the rate of 10% per annum,
accruing until paid, convertible into shares of the Company’s common stock at $0.15 per share at any time in whole or in
part at Mr. Wheatley’s discretion, with a maturity date of December 31, 2020. As the conversion price was equivalent to
the market price at the time of issuance, there was no beneficial conversion feature to this note.
Additionally, on March 29, 2017
the board of directors granted Mr. Wheatley a $35,000 bonus for which Mr. Wheatley agreed to defer such bonus under the same terms
of his salary deferral. The balance of the note as of March 31, 2018, is $147,500 with accrued and unpaid interest amounting to
$15,769 which is included in accrued expenses (See Notes 4 and 13).
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
7.
|
CONVERTIBLE NOTES PAYABLE
|
As of March 31, 2018,
the following summarizes amounts owed under convertible notes payable:
|
|
|
|
|
|
|
|
Convertible
|
|
|
|
|
|
|
|
|
|
Notes Payable,
|
|
|
|
Amount
|
|
|
Discount
|
|
|
net of discount
|
|
Pegasus Note
|
|
$
|
100,000
|
|
|
$
|
–
|
|
|
$
|
100,000
|
|
“Lender” Note
|
|
|
1,500,000
|
|
|
|
115,141
|
|
|
|
1,384,859
|
|
|
|
$
|
1,600,000
|
|
|
$
|
115,141
|
|
|
$
|
1,484,859
|
|
Pegasus Note
On December
19, 2009, the Company entered into a convertible promissory note for $100,000 to a new landlord in lieu of paying rent for one
year for new office space. The interest is 10% per annum with the note principal and interest originally due December 18, 2010.
However, if the Company receives greater than $1,000,000 of proceeds from debt or equity financing, 25% of the amount in excess
of $1,000,000 shall be used to pay down the note. This note is subordinate to all existing senior indebtedness of the Company.
This note is convertible at $0.33 per share and had no beneficial conversion feature at the note date.
Through a series of
amendments, the term of the note was extended until December 31, 2016, and waived, through December 31, 2015, the requirement to
pay down the note with financing proceeds received by the Company.
As of March 31, 2018,
the note is past due and had a balance of $100,000 with accrued and unpaid interest amounting to $85,658 which is included in accrued
expenses (See Note 4).
“Lender”
Note
On September
18, 2017, in addition to entering into a revolving convertible line of credit (See Note 5), the Company also entered into a $1,500,000
secured convertible promissory note with the same unaffiliated lender (the “Lender”). The Note bears simple interest
at the floating rate per annum equal to the 12 month USD LIBOR index rate quoted from time to time in New York, New York by the
Bloomberg Service plus 400 basis points (the “Interest Rate”). The Interest Rate will be adjusted on the first day
of each calendar month during the term of the Note to reflect any changes in the 12 month LIBOR rate as quoted at on that day,
or if that day is not a business day, on the next business day thereafter. Interest will only accrue on outstanding principal.
Accrued unpaid interest is payable monthly on the first calendar day of each month for interest accrued during the previous month,
with all outstanding principal and accrued unpaid interest payable in full on or before September 17, 2018 to the extent not converted
into shares of the Company’s common stock. The Note is secured by a perfected recorded first priority security interest in
all of the Company’s assets, as set forth in a certain Security Agreement by and between the Company and the Lender, dated
September 18, 2017. At any time until the Maturity Date, and provided Lender gives the Company written notice of Lender’s
election to convert prior to any prepayment of this Note by the Company with respect to converting that portion of this Note covered
by the prepayment, the Lender has the right to convert all or any portion of the outstanding principal and accrued interest (the
“Conversion Amount”), into such number of fully paid and nonassessable shares of the Company’s common stock as
is determined by dividing the Conversion Amount by the greater of (i) fifteen cents ($0.15) or (ii) 75% of the Volume Weighted
Average Price of the Company’s common stock that is quoted on a public securities trading market (if more than one, the one
with the then highest trading volume), during the five (5) consecutive trading days immediately prior to the date of the Lender’s
written notice of its election to convert.
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
As
additional consideration for the loan evidenced by the Note, the Company agreed to issue to the Lender common stock purchase
warrants exercisable for a period of three years from the date of issuance with an exercise price equal to $0.15 per share.
The number of warrants issuable to the Lender is equal to 25% of the loan Amount divided by fifteen cents ($0.15). As of
September 18, 2017, the Company issued 2,500,000 common stock purchase warrants under this provision having a fair value of
$187,142 using the Black-Scholes valuation methodology, and each with a $0.15 exercise price. As a result of this
transaction, the Company recorded $232,767 of debt discount consisting of the relative fair value of the warrants of $166,384
and a beneficial conversion feature of $66,384, which is being amortized to interest expense over the term of the note.
During any time when
the Note is outstanding, or when the Lender holds any Company stock, or any warrants to acquire Company stock where the combination
of both could result in the Lender owning stock with a current value of one million dollars or greater, in the Company, the Lender
will have certain review and consulting rights as described in the Note.
As of March 31, 2018,
the convertible note had a balance, net of $115,141 of debt discount, amounting to $1,384,859.
In October
2015, the Company purchased a new vehicle and financed the purchase through a dealer auto loan. The loan has a term of 60 months,
requires minimum monthly payments of approximately $950, and bears interest at a rate of 5.99 percent. As of March 31, 2018, the
loan has a short-term portion of $10,057 and a long-term portion of $17,259.
9.
|
COMMITMENTS AND CONTINGENCIES
|
Legal Matters:
From time to time,
we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March
31, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results
of our operations.
Leases:
In August 2016, the
Company entered into a sublease for its current corporate headquarters and manufacturing facility. The sublease expires in August
2020 which is the same term of the master lease for which the Company is the subtenant. Monthly lease payments range from $46,800
per month currently increasing to $50,619 per month for the final year of the lease.
Other Commitments:
The Company enters
into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments.
Since inception, the Company entered into agreements to act as a reseller for certain vendors; joint development contracts with
third parties; referral agreements where the Company would pay a referral fee to the referrer for business generated; sales agent
agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; business development
agreements and strategic alliance agreements where both parties agree to cooperate and provide business opportunities to each other
and in some instances, provide for a right of first refusal with respect to certain projects of the other parties; agreements with
vendors where the vendor may provide marketing, investor relations, public relations, technical consulting or subcontractor services,
vendor arrangements with non binding minimum purchasing provisions, and financial advisory agreements where the financial advisor
would receive a fee and/or commission for raising capital for the Company. All expenses and liabilities relating to such contracts
were recorded in accordance with generally accepted accounting principles during the periods. Although such agreements increase
the risk of legal actions against the Company for potential non-compliance, there are no firm commitments in such agreements.
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
Stock Issued in Cash Sales
During the three months
ended March 31, 2018 pursuant to a private placement, the Company issued 1,933,333 shares of common stock for cash with a per share
price of $0.15 per share or $290,000 and the Company incurred $12,000 of capital raising fees that were paid in cash and charged
to additional paid-in-capital. Additionally, the Company issued 273,333 warrants as an offering cost to a third party, each with
a 5 year term and a strike price of $0.15 per share, at the close of the private placement offering. There will be no accounting
effect for the issuance of these warrants as their fair value will be charged to additional paid-in-capital as an offering cost
and offset by a credit to additional paid-in-capital for their fair value when issuing these warrants. (See Note 11)
Director Compensation
During the
three month period ended March 31, 2018, the Company released a total of 187,500 vested shares of common stock with a per share
fair value of $0.15, or $28,125 (based on the market price at the time of the agreement), to three directors for their service
as defined in their respective Restricted Stock Grant Agreements. The payments were expensed at issuance (See Note 13). As of
March 31, 2018, there were unreleased shares of common stock representing $196,875 of unrecognized restricted stock grant expense
related to these Restricted Stock Grant Agreements.
Effective
March 27, 2018, based on authorization initially approved by the Board of Directors on December 19, 2017, and confirmed by resolutions
adopted by the Board on March 27, 2018, the Company granted a total of 750,000 shares of common stock with a per share value of
$0.15 per share (based on contemporaneous cash sales prices), or $112,500, to three directors for performance of their
duties. These shares are being issued from a pool of 750,000 shares of common stock for each director of previously authorized
restricted stock grant awards for performance that are awarded if specific performance criteria are achieved or the Board authorizes
their award and vesting by specific resolutions (See Note 12).
11.
|
STOCK OPTIONS AND WARRANTS
|
Stock Options
There were no stock
options issued during the three months ended March 31, 2018.
During the three months
ended March 31, 2018, the Company recorded stock option based compensation of $4,342 related to prior grants. As of March 31, 2018,
there is $29,187 of unrecognized stock option based compensation expense that will be recognized over the next two years.
Warrants
As a part of the Company’s
private placement, the Company effectively issued 273,333 warrants during the three months ended March 31, 2018 to the placement
agents. These warrants, valued at $26,206, are exercisable for 5 years at an exercise price of $0.15 per share. The
Company estimated the fair value of the warrants utilizing the Black-Scholes pricing model. The assumptions used in the valuation
of these warrants include volatility of 79.39%, expected dividends of 0.0%, a discount rate of 1.50%, and expected term of 5 years.
There was no financial statement accounting effect for the issuance of these warrants as their fair value has been charged to Additional
Paid-in-Capital as an offering cost and was offset by a credit to Additional Paid-in-Capital for their fair value when recording
the issuance of these warrants (See Note 10).
In connection with
a Draw Down of a convertible line of credit, as of February 20, 2018, the Company issued 407,784 common stock purchase warrants
with a total value of $61,282 and each with a $0.15 exercise price and 3 year term. The Company estimated the fair value of the
warrants utilizing the Black-Scholes pricing model. The assumptions used in the valuation of these warrants include volatility
of 82.55%, expected dividends of 0.0%, a discount rate of 1.50%, and expected term of 3 years. (See Note 5).
ENVISION SOLAR INTERNATIONAL, INC. AND
SUBSIDIARY
CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
For each
of the identified periods, revenues can be categorized into the following:
|
|
For the three months ended March 31
|
|
|
|
2018
|
|
|
2017
|
|
Product Sales
|
|
$
|
2,868,630
|
|
|
$
|
367,089
|
|
Maintenance Fees
|
|
|
5,448
|
|
|
|
3,600
|
|
Professional Services
|
|
|
1,894
|
|
|
|
–
|
|
Total Revenues
|
|
$
|
2,875,972
|
|
|
$
|
370,689
|
|
At March
31, 2018 and December 31, 2017, deferred revenue amounted to $55,649 and $77,514 respectively. At March 31, 2018, the Company has
received an initial deposit to plan and manufacture two Solar Tree® units in addition to deposits for multi-year maintenance
plans for previously sold products. As of March 31, 2018, deferred revenue associated with product deposits are $26,304 and the
delivery of such products are expected within the following six months, while deferred maintenance fees amounted to $29,344 and
pertain to services to be provided through the fourth quarter of 2021.
13.
|
RELATED PARTY TRANSACTIONS
|
During the
three months ended March 31, 2018, the Company released a total of 937,500 shares of common stock with a total value of $140,625,
to three directors. These payments were expensed at issuance (See Note 10).
In 2009,
the Company executed a 10% convertible note payable in the amount of $102,236 due December 31, 2010 to John Evey for amounts loaned
to the Company. Mr. Evey joined the Board of Directors on April 27, 2010. Through a series of extensions, the note due date was
extended to December 31, 2017. During the three months ended March 31, 2018, in lieu of interest payments, the Company made principal
payments on this note amounting to $3,000. As of March 31, 2018, the note is past due and has a balance of $59,616 with accrued
and unpaid interest amounting to $64,222 (See Notes 4, and 6). Although as of December 31, 2016 Mr. Evey is no longer a director,
because he was our Chairman and a prior related party, we have continued to classify this note as a Convertible note payable -
related parties in the accompanying balance sheet.
On October 18, 2016, the Company entered into a five year employment agreement,
effective as of January 1, 2016, with Mr. Desmond Wheatley, the Chief Executive Officer, President, and Chairman of the Company
(the “Agreement”). Pursuant to the Agreement, Mr. Wheatley will receive an annual deferred salary of $50,000 which
Mr. Wheatley will defer until such time as Mr. Wheatley and the Board of Directors agree that payment of the deferred salary and/or
cessation of the deferral is appropriate. Additionally, on March 29, 2017 the board of directors granted Mr. Wheatley a $35,000
bonus for which Mr. Wheatley agreed to defer such bonus under the same terms of his salary deferral. All deferred amounts are
evidenced by an unsecured convertible promissory note payable by the Company to Mr. Wheatley. The balance of the note as of March
31, 2018, is $147,500 with accrued and unpaid interest amounting to $15,769 which is included in accrued expenses (See Notes 4
and 6).
Subsequent
to March 31, 2018, the Company paid down its outstanding borrowing under its Convertible Line of Credit with the Lender amounting
to $290,000 (See Note 5).