Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | TSS, Inc. | |
Entity Central Index Key | 0001320760 | |
Trading Symbol | tssi | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 19,459,802 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Title of 12(g) Security | Common Stock, $.0001 par value |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 8,903 | $ 19,012 |
Contract and other receivables, net | 640 | 915 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 528 | 806 |
Inventories, net | 290 | 197 |
Prepaid expenses and other current assets | 231 | 58 |
Total current assets | 10,592 | 20,988 |
Property and equipment, net | 549 | 662 |
Lease right-of-use assets | 712 | 876 |
Goodwill | 780 | 780 |
Intangible assets, net | 194 | 217 |
Other assets | 316 | 285 |
Total assets | 13,143 | 23,808 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,860 | 13,374 |
Deferred revenues | 4,607 | 3,962 |
Current portion of lease liability | 763 | 748 |
Total current liabilities | 8,230 | 18,084 |
Long-term borrowings | 2,282 | 2,234 |
Non-current portion of lease liability | 17 | 208 |
Non-current portion of deferred revenues | 74 | 99 |
Total liabilities | 10,603 | 20,625 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Preferred stock, $.0001 par value; 1,000 shares authorized at March 31, 2021 and December 31, 2020; none issued | ||
Common stock, $.0001 par value; 49,000 shares authorized at March 31, 2021 and December 31, 2020; 19,404 and 19,055 issued; 18,206 and 17,958 outstanding at March 31, 2021 and December 31, 2020, respectively | 2 | 2 |
Additional paid-in capital | 70,214 | 70,070 |
Treasury stock 1,198 and 1,097 shares at cost at March 31, 2021 and December 31, 2020 | (1,962) | (1,874) |
Accumulated deficit | (65,714) | (65,015) |
Total stockholders' equity | 2,540 | 3,183 |
Total liabilities and stockholders’ equity | $ 13,143 | $ 23,808 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000 | 1,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 49,000 | 49,000 |
Common stock, shares issued (in shares) | 19,404 | 19,055 |
Common stock, shares outstanding (in shares) | 18,206 | 17,958 |
Treasury stock, shares (in shares) | 1,198 | 1,097 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Results of Operations: | ||
Revenue | $ 5,170 | $ 10,597 |
Cost of revenue | 3,865 | 8,996 |
Gross profit | 1,305 | 1,601 |
Selling, general and administrative expenses | 1,775 | 1,759 |
Depreciation and amortization | 137 | 119 |
Total operating costs | 1,912 | 1,878 |
Loss from operations | (607) | (277) |
Other income (expense): | ||
Interest expense, net | (85) | (82) |
Loss from operations before income taxes | (692) | (359) |
Income tax expense | 7 | 9 |
Net loss | $ (699) | $ (368) |
Basic & diluted income (loss) per common share (in dollars per share) | $ (0.04) | $ (0.02) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 18,524 | 962 | |||
Balance at Dec. 31, 2019 | $ 2 | $ 69,661 | $ (1,700) | $ (65,094) | $ 2,869 |
Restricted stock vested (in shares) | 392 | ||||
Restricted stock vested | |||||
Stock options exercised (in shares) | 24 | ||||
Stock options exercised | 2 | 2 | |||
Treasury shares repurchased (in shares) | 130 | ||||
Treasury shares repurchased | $ (170) | (170) | |||
Stock-based compensation | 109 | 109 | |||
Net loss | (368) | (368) | |||
Balance (in shares) at Mar. 31, 2020 | 18,940 | 1,092 | |||
Balance at Mar. 31, 2020 | $ 2 | 69,772 | $ (1,870) | (65,462) | 2,442 |
Balance (in shares) at Dec. 31, 2020 | 19,055 | 1,097 | |||
Balance at Dec. 31, 2020 | $ 2 | 70,070 | $ (1,874) | (65,015) | 3,183 |
Restricted stock vested (in shares) | 274 | ||||
Restricted stock vested | |||||
Stock options exercised (in shares) | 75 | ||||
Stock options exercised | 8 | 8 | |||
Treasury shares repurchased (in shares) | 101 | ||||
Treasury shares repurchased | $ (88) | (88) | |||
Stock-based compensation | 136 | 136 | |||
Net loss | (699) | (699) | |||
Balance (in shares) at Mar. 31, 2021 | 19,404 | 1,198 | |||
Balance at Mar. 31, 2021 | $ 2 | $ 70,214 | $ (1,962) | $ (65,714) | $ 2,540 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (699) | $ (368) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 137 | 119 |
Non-cash interest | 29 | 28 |
Amortization of debt discount | 19 | 23 |
Stock-based compensation | 136 | 109 |
Changes in operating assets and liabilities: | ||
Contract and other receivables | 275 | 2,907 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 278 | (30) |
Inventories, net | (93) | 1,231 |
Prepaid expenses and other current assets | (204) | (105) |
Right-of-use assets | 164 | 144 |
Accounts payable and accrued expenses | (10,514) | (7,013) |
Deferred revenues | 620 | 94 |
Operating lease liabilities | (176) | (151) |
Net cash used in operating activities | (10,028) | (3,012) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (1) | (177) |
Net cash used in investing activities | (1) | (177) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of equity | 8 | 2 |
Repurchase of stock | (88) | (170) |
Net cash used in financing activities | (80) | (168) |
Net decrease in cash and cash equivalents | (10,109) | (3,357) |
Cash and cash equivalents at beginning of period | 19,012 | 8,678 |
Cash and cash equivalents at end of period | 8,903 | 5,321 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 42 | 50 |
Cash paid for taxes | $ 51 | $ 11 |
Note 1 - Significant Accounting
Note 1 - Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 1 Significant Accounting Policies Description of Business TSS, Inc. (‘‘TSS'', the ‘‘Company'', ‘‘we'', ‘‘us'' or ‘‘our'') provides a comprehensive suite of services for the planning, design, deployment, maintenance, refresh and take-back of end-user and enterprise systems, including the mission-critical facilities they are housed in. We provide a single source solution for enabling technologies in data centers, operations centers, network facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that are critical to their function. Our services consist of technology consulting, design and engineering, project management, systems integration, systems installation, facilities management and IT reseller and procurement services. Our corporate offices and our integration facility are located in Round Rock, Texas. The accompanying consolidated balance sheet as of December 31, 2020, 10 December 31, 2020. Company management has evaluated its liquidity and capital requirements in consideration of recent operating losses, negative cash flows from operations and accumulated deficits which have been due, in part, to the effects of COVID- 19. not may not may no Revenue Recognition We recognize revenues when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations based on relative standalone selling prices. Maintenance Services We generate maintenance services revenues from fees that provide our customers with as-needed maintenance and repair services on modular data centers during the contract term. Our contract terms are typically one Integration Services We generate integration services revenues from fees that provide our customers with customized system and rack-level integration services. We recognize revenue upon shipment to the customer of the completed systems as this is when we have completed our services and when the customer obtains control of the promised goods. We typically extend credit terms to our integration customers based on their credit worthiness and generally do not 30 60 March 31, 2021 December 31, 2020, $7,000 Equipment Sales We generate revenues under fixed price contracts from the sale of data center and related ancillary equipment to customers in the United States. We recognize revenue when the product is shipped to the customer as that is when the customer obtains control of the promised goods. Typically, we do not 30 45 Deployment and Other Services We generate revenues from fees we charge our customers for other services, including repairs or other services not third Procurement Services We generate revenues from fees we charge our customers to procure third third no 30 60 Judgments We consider several factors in determining that control transfers to the customer upon shipment of equipment or upon completion of our services. These factors include that legal title transfers to the customer, we have a present right to payment, and the customer has assumed the risks and rewards of ownership at the time of shipment or completion of the services. Sales Taxes Sales (and similar) taxes that are imposed on our sales and collected from customers are excluded from revenues. Shipping and Handling Costs Costs for shipping and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as cost of revenues and are expensed as incurred. We accrue costs for shipping and handling activities that occur after control of the promised good or service has transferred to the customer. The following table shows our revenues disaggregated by reportable segment and by product or service type (in '000's, Three-Months Ended March 31, 2021 2020 FACILITIES: Maintenance revenues $ 902 $ 992 Equipment sales 291 137 Deployment and other services 387 970 Total Facilities revenues $ 1,580 $ 2,099 SYSTEMS INTEGRATION: Integration services $ 1,428 $ 1,725 Procurement and reseller services 2,162 6,773 Total Systems Integration revenues $ 3,590 $ 8,498 TOTAL REVENUES $ 5,170 $ 10,597 Remaining Performance Obligations Remaining performance obligations include deferred revenue and amounts we expect to receive for goods and services that have not one not March 31, 2021, $4,681,000 $1,701,000 one $2,906,000 one $74,000 one three Concentration of Credit Risk We are currently economically dependent upon our relationship with a large US-based IT OEM. If this relationship is unsuccessful or discontinues, our business and revenue will suffer. The loss of or a significant reduction in orders from this customer or the failure to provide adequate products or services to it would significantly reduce our revenue. The following customer accounted for a significant percentage of our revenues for the periods shown (unaudited): Three Months Ended March, 2021 2020 US-based IT OEM 93 % 94 % No 10% 47% 70% March 31, 2021 December 31, 2020, 21% March 31, 2021. No 10% March 31, 2021 December 31, 2020. Non-recourse factoring We have entered into a factoring agreement with a financial institution to sell certain of our accounts receivables from a US-based IT OEM customer under a non-recourse agreement. Under the arrangement, we sell certain trade receivables on a non-recourse basis and account for the transaction as a sale of the receivables. The financial institution assumes the full risk of collection, without recourse to the Company in the event of a loss. Debtors are directed to send payments directly to the financial institution. The applicable receivables are removed from our consolidated balance sheet when the cash proceeds are received by us. We do not $7.3 $13.2 three March 31, 2021 2020, $36,000 $150,000 three March 31, 2021 2020, Recent Accounting Guidance Recently Adopted Accounting Guidance In October 2020, 2020 10, Codification Improvements 2020 10” 2020 10 not 2020 10 January 1, 2021. 2020 10 not Recently Issued Accounting Pronouncements In June 2016, 2016 13, Financial Instruments Credit Losses 326 Measurement of Credit Losses on Financial Instruments 2016 13” 2016 13 December 31, 2023, In December 2019, 2019 12, Income Taxes 740 Simplifying the Accounting for Income Taxes 2019 12 2019 12 740. January 1, 2021. not In May 2019, 2019 15, Financial Instruments Credit Losses (Topic 326 2019 15” 2019 15 one 2016 13. |
Note 2 - Supplemental Balance-s
Note 2 - Supplemental Balance-sheet Information | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | Note 2 Supplemental Balance Sheet Information Receivables Contract and other receivables consisted of the following (in ‘000's March 31, 2021 (unaudited) December 31, 2020 Contract and other receivables $ 647 $ 922 Allowance for doubtful accounts (7 ) (7 ) Contracts and other receivables, net $ 640 $ 915 Inventories We state inventories at the lower of cost or net realizable value, using the first first ‘000's March 31, 2021 (unaudited) December 31, 2020 Raw materials $ 153 $ 149 Reseller inventories 142 52 Reserve (5 ) (4 ) Inventories, net $ 290 $ 197 Goodwill and Intangible Assets, Net Goodwill and intangible assets, net consisted of the following (in ‘000's March 31, 2021 (unaudited) December 31, 2020 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Intangible assets not subject to amortization: Goodwill $ 780 - $ 780 - Intangible assets subject to amortization: Customer relationships $ 906 $ (712 ) $ 906 $ (690 ) Acquired software $ 234 $ (234 ) $ 234 $ (234 ) Goodwill attributable to reporting units (in ‘000's March 31, 2021 (unaudited) December 31, 2020 Facilities unit $ 643 $ 643 Systems Integration unit 137 137 Total $ 780 $ 780 At March 31, 2021 December 31, 2020, We recognized amortization expense related to intangibles of approximately $23,000 three March 31, 2021 2020, We have elected to use December 31 December 31, 2020 no 19 no three March 31, 2021 2020 Property and Equipment Property and equipment consisted of the following (in '000's Estimated Useful March 31, December 31 Lives (years) 2021 (unaudited) 2020 Trade equipment 5 $ 144 $ 144 Leasehold improvements 2 - 5 725 725 Furniture and fixtures 7 16 16 Computer equipment and software 3 2,072 2,071 2,957 2,956 Less accumulated depreciation (2,408 ) (2,294 ) Property and equipment, net $ 549 $ 662 Depreciation of property and equipment and amortization of leasehold improvements and software totaled $114,000 $96,000 three March 31, 2021 2020, Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in '000's March 31, 2021 unaudited) December 31, 2020 Accounts payable $ 2,051 $ 12,550 Accrued expenses 564 453 Compensation, benefits & related taxes 231 358 Other accrued expenses 14 13 Total accounts payable and accrued expenses $ 2,860 $ 13,374 |
Note 3 - Long-term Borrowings
Note 3 - Long-term Borrowings | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | Note 3 Long-Term Borrowings Long-term borrowings consisted of the following (in '000's March 31, 2021 (unaudited) December 31, 2020 Notes Payable due July 2022 $ 1,995 $ 1,995 Accrued in-kind interest – long term 399 370 Less unamortized discount and debt issuance costs (112 ) (131 ) 2,282 2,234 Current portion of long-term borrowing - - Non-current portion of long-term borrowing $ 2,282 $ 2,234 In February 2015, $2 $945,000 February 3, 2015 In July 2017, $2.5 sixty $2 five $945,000 July 19, 2022. $945,000 12%, 6% 6% March 31, 2021 $238,000 In conjunction with entering into the loan agreement, the Company and MHW also entered into a warrant granting MHW the right to purchase up to 1,115,827 July 2017 July 19, 2022. five July 19, 2017 $0.10 first 390,539 $0.20 390,539 $0.30 334,749 $167,000 $6,000. $93,000 $5,000 three March 31, 2021 2020, On July 19, 2017, $650,000 $945,000 12% 6% 6% July 19, 2022. March 31, 2021 $161,000 The obligations under the loan to MHW and MHW Partners are secured by substantially all of the Company's assets pursuant to the terms of a security agreement. At the time we entered into the revolving line of credit described below, MHW and MHW Partners executed a subordination agreement to evidence their agreement that their security interest is subordinated to the security interest of Texas Capital Bank, N.A. In conjunction with entering into the loan with MHW Partners, we entered into a warrant granting MHW Partners the right to purchase up to 767,500 5 July 19, 2017, $0.10 first 268,625 $0.20 268,625 $0.30 230,250 $115,000. $98,000 $5,000 three March 31, 2021 2020, Peter H. Woodward, the Chairman of our Board of Directors, is a principal of MHW Capital Management LLC, which is the investment manager of MHW and MHW Partners. MHW Capital Management LLC is entitled to a performance related fee tied to any appreciation in the valuation of the common stock in excess of the applicable strike price under the warrant. On October 6, 2017, $300,000 $100,000 The New Loans have a maturity date of July 19, 2022. not second not 95% The New Loans include customary affirmative covenants for secured transactions of this type, including compliance with laws, maintenance of insurance, maintenance of assets, timely payments of taxes and notice of adverse events. The loan agreement and ancillary documents include customary negative covenants including limitations on liens on assets of the Company. Concurrent with the New Loans, we entered into a warrant with Mr. Ikeda granting Mr. Ikeda the right to purchase up to 954,231 July 19, 2022, $0.10 first 498,981 $0.20 273,981 $0.30 181,269 December 2018. Concurrent with the New Loans, we entered into a warrant with Mr. Berg granting Mr. Berg the right to purchase up to 318,077 July 19, 2022, $0.10 first 166,327 $0.20 91,327 $0.30 60,423 December 2018. The fair value of the two $367,000. $191,000, $10,000 three March 31, 2021 2020, The entire outstanding principal balance, and any accrued interest, is due upon maturity in July 2022. |
Note 4 - Revolving Line of Cred
Note 4 - Revolving Line of Credit | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 4 Revolving Line of Credit In February 2021, December 31, 2020. The maximum amount of the credit facility is $1,500,000. $1,500,000 80% 3% 3.18% March 31, 2021). 0.25% December 31, 2021. The credit facility requires that we maintain a minimum liquidity of $1,500,000 3.00 1.50. $250,000 The Loan Agreement and ancillary documents include customary affirmative covenants for secured transactions of this type, including maintaining adequate books and records, periodic financial reporting, compliance with laws, maintenance of insurance, maintenance of assets, timely payment of taxes, and notices of adverse events. The Loan Agreement and ancillary documents include customary negative covenants, including incurrence of other indebtedness, mergers, consolidations and transfers of assets and liens on our assets. The Loan Agreement and ancillary documents also include customary events of default, including payment defaults, failure to perform or observe terms, covenants or agreements included in the Loan Agreement and ancillary documents, insolvency and bankruptcy defaults, judgment defaults, material adverse chance defaults, and change of ownership defaults. The maximum amount we would have been eligible to borrow at March 31, 2021 $233,000. no March 31, 2021. |
Note 5 - Leasing Arrangements
Note 5 - Leasing Arrangements | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Leases of Lessee Disclosure [Text Block] | Note 5 We have operating leases for our office and integration facilities as well as for certain equipment and vehicles. Our leases have remaining lease terms of 1 3 March 31, 2021, not We determine if an arrangement is a lease at inception. Operating leases are included in lease right-of-use assets, current lease liabilities and lease liabilities, non-current, on our consolidated balance sheet. We have elected an accounting policy to not one not Right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. When the implicit rate of the lease is not may Three Months Ended March 31, (unaudited) 2021 2020 Lease expense Operating lease cost $ 207 $ 194 Variable lease cost - - Sublease income (12 ) (16 ) Total operating lease cost 195 178 Operating Lease – operating cash flows (176 ) (151 ) New right-of-use assets – operating leases - - Weighted average remaining lease term – operating leases (months) 12 24 Weighted average discount rate – operating leases 12.0 % 12.0 % Future minimum lease payments under non-cancellable leases as of March 31, 2021 ‘000's Fiscal Year 2021 $ 620 2022 209 2023 5 Thereafter - Total minimum future lease payments 834 Less imputed interest (54 ) Total $ 780 Reported as of March 31, 2021 Current portion of lease liability $ 763 Non-current portion of lease liability 17 $ 780 |
Note 6 - Net Loss Per-share
Note 6 - Net Loss Per-share | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 6 Basic and diluted loss per share are based on the weighted average number of shares of common stock and potential common stock outstanding during the period. Potential common stock, for the purposes of determining diluted income (loss) per share, includes the effects of dilutive unvested restricted stock, options to purchase common stock and convertible securities. The effect of such potential common stock is computed using the treasury stock method or the if-converted method, as applicable. The following table presents a reconciliation of the numerators and denominators of the basic and diluted income (loss) per share computations for net income (loss). In the table below, net income (loss) represents the numerator and shares represents the denominator (in thousands except per share amounts; unaudited). Three Months Ended March 31 , 2021 2020 Basic & diluted net loss per share Numerator: Net loss $ (699 ) $ (368 ) Denominator: Weighted-average shares of common stock outstanding 18,009 17,728 Basic and diluted net loss per share $ (0.04 ) $ (0.02 ) For the three March 31, 2021 2020, 5,165,000 4,740,000, |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 7 Related Party Transactions We have $945,000 March 31, 2021 $27,000. $35,000 $33,000 three March 31, 2021 2020, $238,000 March 31, 2021 $650,000 March 31, 2021 $28,000. $24,000 $23,000 three March 31, 2021 2020, $161,000 March 31, 2021 |
Note 8 - Segment Reporting
Note 8 - Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 8 Segment information reported in the tables below represents the operating segments of the Company organized in a manner consistent with which separate information is available and for which segment results are evaluated regularly by our chief operating decision-maker in assessing performance and allocating resources. Our activities are organized into two Revenue and operating results by reportable segment reconciled to reportable net income (loss) for the three March 31, 2021 2020 ‘000's, Three Months Ended Mar. 31, 2021 2020 Revenues: Facilities $ 1,580 $ 2,099 Systems integration services 3,590 8,498 Total revenues $ 5,170 $ 10,597 Depreciation expense: Facilities $ 67 $ 51 Systems integration services 47 45 Consolidated depreciation expense $ 114 $ 96 Income (loss) from operations: Facilities $ (70 ) $ 19 Systems integration services (537 ) (296 ) Total income (loss) from operations $ (607 ) $ (277 ) Interest expense: Facilities $ 50 $ 44 Systems integration services 35 38 Consolidated interest expense $ 85 $ 82 Mar 31, 2021 Dec. 31, 2020 Total Assets: Facilities $ 1,091 $ 1,366 Systems integration services 1,775 2,072 Other consolidated activities 10,277 20,370 Total $ 13,143 $ 23,808 Other consolidated activities include assets not |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business [Policy Text Block] | Description of Business TSS, Inc. (‘‘TSS'', the ‘‘Company'', ‘‘we'', ‘‘us'' or ‘‘our'') provides a comprehensive suite of services for the planning, design, deployment, maintenance, refresh and take-back of end-user and enterprise systems, including the mission-critical facilities they are housed in. We provide a single source solution for enabling technologies in data centers, operations centers, network facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that are critical to their function. Our services consist of technology consulting, design and engineering, project management, systems integration, systems installation, facilities management and IT reseller and procurement services. Our corporate offices and our integration facility are located in Round Rock, Texas. The accompanying consolidated balance sheet as of December 31, 2020, 10 December 31, 2020. Company management has evaluated its liquidity and capital requirements in consideration of recent operating losses, negative cash flows from operations and accumulated deficits which have been due, in part, to the effects of COVID- 19. not may not may no |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition We recognize revenues when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations based on relative standalone selling prices. Maintenance Services We generate maintenance services revenues from fees that provide our customers with as-needed maintenance and repair services on modular data centers during the contract term. Our contract terms are typically one Integration Services We generate integration services revenues from fees that provide our customers with customized system and rack-level integration services. We recognize revenue upon shipment to the customer of the completed systems as this is when we have completed our services and when the customer obtains control of the promised goods. We typically extend credit terms to our integration customers based on their credit worthiness and generally do not 30 60 March 31, 2021 December 31, 2020, $7,000 Equipment Sales We generate revenues under fixed price contracts from the sale of data center and related ancillary equipment to customers in the United States. We recognize revenue when the product is shipped to the customer as that is when the customer obtains control of the promised goods. Typically, we do not 30 45 Deployment and Other Services We generate revenues from fees we charge our customers for other services, including repairs or other services not third Procurement Services We generate revenues from fees we charge our customers to procure third third no 30 60 Judgments We consider several factors in determining that control transfers to the customer upon shipment of equipment or upon completion of our services. These factors include that legal title transfers to the customer, we have a present right to payment, and the customer has assumed the risks and rewards of ownership at the time of shipment or completion of the services. Sales Taxes Sales (and similar) taxes that are imposed on our sales and collected from customers are excluded from revenues. Shipping and Handling Costs Costs for shipping and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as cost of revenues and are expensed as incurred. We accrue costs for shipping and handling activities that occur after control of the promised good or service has transferred to the customer. The following table shows our revenues disaggregated by reportable segment and by product or service type (in '000's, Three-Months Ended March 31, 2021 2020 FACILITIES: Maintenance revenues $ 902 $ 992 Equipment sales 291 137 Deployment and other services 387 970 Total Facilities revenues $ 1,580 $ 2,099 SYSTEMS INTEGRATION: Integration services $ 1,428 $ 1,725 Procurement and reseller services 2,162 6,773 Total Systems Integration revenues $ 3,590 $ 8,498 TOTAL REVENUES $ 5,170 $ 10,597 Remaining Performance Obligations Remaining performance obligations include deferred revenue and amounts we expect to receive for goods and services that have not one not March 31, 2021, $4,681,000 $1,701,000 one $2,906,000 one $74,000 one three |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk We are currently economically dependent upon our relationship with a large US-based IT OEM. If this relationship is unsuccessful or discontinues, our business and revenue will suffer. The loss of or a significant reduction in orders from this customer or the failure to provide adequate products or services to it would significantly reduce our revenue. The following customer accounted for a significant percentage of our revenues for the periods shown (unaudited): Three Months Ended March, 2021 2020 US-based IT OEM 93 % 94 % No 10% 47% 70% March 31, 2021 December 31, 2020, 21% March 31, 2021. No 10% March 31, 2021 December 31, 2020. |
Non-recourse Factoring, Policy [Policy Text Block] | Non-recourse factoring We have entered into a factoring agreement with a financial institution to sell certain of our accounts receivables from a US-based IT OEM customer under a non-recourse agreement. Under the arrangement, we sell certain trade receivables on a non-recourse basis and account for the transaction as a sale of the receivables. The financial institution assumes the full risk of collection, without recourse to the Company in the event of a loss. Debtors are directed to send payments directly to the financial institution. The applicable receivables are removed from our consolidated balance sheet when the cash proceeds are received by us. We do not $7.3 $13.2 three March 31, 2021 2020, $36,000 $150,000 three March 31, 2021 2020, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Guidance Recently Adopted Accounting Guidance In October 2020, 2020 10, Codification Improvements 2020 10” 2020 10 not 2020 10 January 1, 2021. 2020 10 not Recently Issued Accounting Pronouncements In June 2016, 2016 13, Financial Instruments Credit Losses 326 Measurement of Credit Losses on Financial Instruments 2016 13” 2016 13 December 31, 2023, In December 2019, 2019 12, Income Taxes 740 Simplifying the Accounting for Income Taxes 2019 12 2019 12 740. January 1, 2021. not In May 2019, 2019 15, Financial Instruments Credit Losses (Topic 326 2019 15” 2019 15 one 2016 13. |
Note 1 - Significant Accounti_2
Note 1 - Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three-Months Ended March 31, 2021 2020 FACILITIES: Maintenance revenues $ 902 $ 992 Equipment sales 291 137 Deployment and other services 387 970 Total Facilities revenues $ 1,580 $ 2,099 SYSTEMS INTEGRATION: Integration services $ 1,428 $ 1,725 Procurement and reseller services 2,162 6,773 Total Systems Integration revenues $ 3,590 $ 8,498 TOTAL REVENUES $ 5,170 $ 10,597 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Three Months Ended March, 2021 2020 US-based IT OEM 93 % 94 % |
Note 2 - Supplemental Balance_2
Note 2 - Supplemental Balance-sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Financing Receivable, Past Due [Table Text Block] | March 31, 2021 (unaudited) December 31, 2020 Contract and other receivables $ 647 $ 922 Allowance for doubtful accounts (7 ) (7 ) Contracts and other receivables, net $ 640 $ 915 |
Schedule of Inventory, Current [Table Text Block] | March 31, 2021 (unaudited) December 31, 2020 Raw materials $ 153 $ 149 Reseller inventories 142 52 Reserve (5 ) (4 ) Inventories, net $ 290 $ 197 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | March 31, 2021 (unaudited) December 31, 2020 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Intangible assets not subject to amortization: Goodwill $ 780 - $ 780 - Intangible assets subject to amortization: Customer relationships $ 906 $ (712 ) $ 906 $ (690 ) Acquired software $ 234 $ (234 ) $ 234 $ (234 ) |
Schedule of Goodwill [Table Text Block] | March 31, 2021 (unaudited) December 31, 2020 Facilities unit $ 643 $ 643 Systems Integration unit 137 137 Total $ 780 $ 780 |
Property, Plant and Equipment [Table Text Block] | Estimated Useful March 31, December 31 Lives (years) 2021 (unaudited) 2020 Trade equipment 5 $ 144 $ 144 Leasehold improvements 2 - 5 725 725 Furniture and fixtures 7 16 16 Computer equipment and software 3 2,072 2,071 2,957 2,956 Less accumulated depreciation (2,408 ) (2,294 ) Property and equipment, net $ 549 $ 662 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | March 31, 2021 unaudited) December 31, 2020 Accounts payable $ 2,051 $ 12,550 Accrued expenses 564 453 Compensation, benefits & related taxes 231 358 Other accrued expenses 14 13 Total accounts payable and accrued expenses $ 2,860 $ 13,374 |
Note 3 - Long-term Borrowings (
Note 3 - Long-term Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | March 31, 2021 (unaudited) December 31, 2020 Notes Payable due July 2022 $ 1,995 $ 1,995 Accrued in-kind interest – long term 399 370 Less unamortized discount and debt issuance costs (112 ) (131 ) 2,282 2,234 Current portion of long-term borrowing - - Non-current portion of long-term borrowing $ 2,282 $ 2,234 |
Note 5 - Leasing Arrangements (
Note 5 - Leasing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Ended March 31, (unaudited) 2021 2020 Lease expense Operating lease cost $ 207 $ 194 Variable lease cost - - Sublease income (12 ) (16 ) Total operating lease cost 195 178 Operating Lease – operating cash flows (176 ) (151 ) New right-of-use assets – operating leases - - Weighted average remaining lease term – operating leases (months) 12 24 Weighted average discount rate – operating leases 12.0 % 12.0 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Fiscal Year 2021 $ 620 2022 209 2023 5 Thereafter - Total minimum future lease payments 834 Less imputed interest (54 ) Total $ 780 Reported as of March 31, 2021 Current portion of lease liability $ 763 Non-current portion of lease liability 17 $ 780 |
Note 6 - Net Loss Per-share (Ta
Note 6 - Net Loss Per-share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31 , 2021 2020 Basic & diluted net loss per share Numerator: Net loss $ (699 ) $ (368 ) Denominator: Weighted-average shares of common stock outstanding 18,009 17,728 Basic and diluted net loss per share $ (0.04 ) $ (0.02 ) |
Note 8 - Segment Reporting (Tab
Note 8 - Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended Mar. 31, 2021 2020 Revenues: Facilities $ 1,580 $ 2,099 Systems integration services 3,590 8,498 Total revenues $ 5,170 $ 10,597 Depreciation expense: Facilities $ 67 $ 51 Systems integration services 47 45 Consolidated depreciation expense $ 114 $ 96 Income (loss) from operations: Facilities $ (70 ) $ 19 Systems integration services (537 ) (296 ) Total income (loss) from operations $ (607 ) $ (277 ) Interest expense: Facilities $ 50 $ 44 Systems integration services 35 38 Consolidated interest expense $ 85 $ 82 Mar 31, 2021 Dec. 31, 2020 Total Assets: Facilities $ 1,091 $ 1,366 Systems integration services 1,775 2,072 Other consolidated activities 10,277 20,370 Total $ 13,143 $ 23,808 |
Note 1 - Significant Accounti_3
Note 1 - Significant Accounting Policies 1 (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 7,000 | $ 7,000 | |
Factoring Agreement, Gross Amount Factored | 7,300,000 | $ 13,200,000 | |
Factoring Agreement, Finance Fees Paid | $ 36,000 | $ 150,000 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | US-based IT OEM Company [Member] | |||
Concentration Risk, Percentage | 47.00% | 70.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | US Based Technology Customer [Member] | |||
Concentration Risk, Percentage | 21.00% |
Note 1 - Significant Accounti_4
Note 1 - Significant Accounting Policies 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Amount | $ 4,681,000 |
Maintenance [Member] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,701,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 1 year |
Integration Services [Member] | |
Revenue, Remaining Performance Obligation, Amount | $ 2,906,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 1 year |
Service, Other [Member] | |
Revenue, Remaining Performance Obligation, Amount | $ 74,000 |
Service, Other [Member] | Minimum [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 1 year |
Service, Other [Member] | Maximum [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 3 years |
Note 1 - Significant Accounti_5
Note 1 - Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 5,170 | $ 10,597 |
Facilities Segment [Member] | ||
Revenue | 1,580 | 2,099 |
Facilities Segment [Member] | Maintenance [Member] | ||
Revenue | 902 | 992 |
Facilities Segment [Member] | Equipment Sales [Member] | ||
Revenue | 291 | 137 |
Facilities Segment [Member] | Deployment and Other Services [Member] | ||
Revenue | 387 | 970 |
System Integration Services Segment [Member] | ||
Revenue | 3,590 | 8,498 |
System Integration Services Segment [Member] | Integration Services [Member] | ||
Revenue | 1,428 | 1,725 |
System Integration Services Segment [Member] | Procurement and Reseller Services [Member] | ||
Revenue | $ 2,162 | $ 6,773 |
Note 1 - Significant Accounti_6
Note 1 - Significant Accounting Policies - Major Customers (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | US-based IT OEM Company [Member] | ||
Concentration risk, percentage | 93.00% | 94.00% |
Note 2 - Supplemental Balance_3
Note 2 - Supplemental Balance-sheet Information (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Amortization of Intangible Assets, Total | $ 23,000 | $ 23,000 | |
Goodwill and Intangible Asset Impairment, Total | 0 | 0 | $ 0 |
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 114,000 | $ 96,000 |
Note 2 - Supplemental Balance_4
Note 2 - Supplemental Balance-sheet Information - Contract and Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Contract and other receivables | $ 647 | $ 922 |
Allowance for doubtful accounts | (7) | (7) |
Contracts and other receivables, net | $ 640 | $ 915 |
Note 2 - Supplemental Balance_5
Note 2 - Supplemental Balance-sheet Information - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Raw materials | $ 153 | $ 149 |
Reseller inventories | 142 | 52 |
Reserve | (5) | (4) |
Inventories, net | $ 290 | $ 197 |
Note 2 - Supplemental Balance_6
Note 2 - Supplemental Balance-sheet Information - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 780 | $ 780 |
Customer Relationships [Member] | ||
Gross carrying amount | 906 | 906 |
Accumulated amortization | (712) | (690) |
Computer Software, Intangible Asset [Member] | ||
Gross carrying amount | 234 | 234 |
Accumulated amortization | $ (234) | $ (234) |
Note 2 - Supplemental Balance_7
Note 2 - Supplemental Balance-sheet Information - Goodwill Attributable to Reporting Units (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 780 | $ 780 |
Facilities Segment [Member] | ||
Goodwill | 643 | 643 |
System Integration Services Segment [Member] | ||
Goodwill | $ 137 | $ 137 |
Note 2 - Supplemental Balance_8
Note 2 - Supplemental Balance-sheet Information - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property and equipment, gross | $ 2,957 | $ 2,956 |
Less accumulated depreciation | (2,408) | (2,294) |
Property and equipment, net | $ 549 | 662 |
Equipment [Member] | ||
Estimated useful life (Year) | 5 years | |
Property and equipment, gross | $ 144 | 144 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 725 | 725 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Estimated useful life (Year) | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Estimated useful life (Year) | 5 years | |
Furniture and Fixtures [Member] | ||
Estimated useful life (Year) | 7 years | |
Property and equipment, gross | $ 16 | 16 |
Software and Software Development Costs [Member] | ||
Estimated useful life (Year) | 3 years | |
Property and equipment, gross | $ 2,072 | $ 2,071 |
Note 2 - Supplemental Balance_9
Note 2 - Supplemental Balance-sheet Information - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts payable | $ 2,051 | $ 12,550 |
Accrued expenses | 564 | 453 |
Compensation, benefits & related taxes | 231 | 358 |
Other accrued expenses | 14 | 13 |
Total accounts payable and accrued expenses | $ 2,860 | $ 13,374 |
Note 3 - Long-term Borrowings_2
Note 3 - Long-term Borrowings (Details Textual) - USD ($) | Oct. 06, 2017 | Jul. 19, 2017 | Feb. 03, 2015 | Jul. 31, 2017 | Mar. 31, 2021 | Mar. 31, 2020 |
Amortization of Debt Discount (Premium) | $ 19,000 | $ 23,000 | ||||
Warrants Issued to MHW SPV II, LLC in Connection with Promissory Note, First Issuance [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,115,827 | |||||
Class of Warrant or Right, Term (Year) | 5 years | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.10 | |||||
Warrants and Rights Outstanding | $ 167,000 | |||||
Warrants and Rights Outstanding, Incremental Value | $ 6,000 | |||||
Warrants Issued to MHW SPV II, LLC in Connection with Promissory Note, First Issuance, Tranche 1 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 390,539 | |||||
Warrants Issued to MHW SPV II, LLC in Connection with Promissory Note, First Issuance, Tranche 2 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 390,539 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.20 | |||||
Warrants Issued to MHW SPV II, LLC in Connection with Promissory Note, First Issuance, Tranche 3 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 334,749 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.30 | |||||
Warrants Issued to MHW SPV II, LLC in Connection with Promissory Note, Second Issuance [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 767,500 | |||||
Class of Warrant or Right, Term (Year) | 5 years | |||||
Warrants Issued to MHW SPV II, LLC in Connection with Promissory Note, Second Issuance, Tranche 1 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 268,625 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.10 | |||||
Warrants Issued to MHW SPV II, LLC in Connection with Promissory Note, Second Issuance, Tranche 2 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 268,625 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.20 | |||||
Warrants Issued to MHW SPV II, LLC in Connection with Promissory Note, Second Issuance, Tranche 3 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 230,250 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.30 | |||||
Warrants Issued to Mr Ikeda in Connection With Notes Payable Mr Ikeda [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 954,231 | |||||
Warrants Issued to Mr Ikeda in Connection With Notes Payable Mr Ikeda Tranche 1 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 498,981 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.10 | |||||
Warrants Issued to Mr Ikeda in Connection With Notes Payable Mr Ikeda Tanche 2 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 273,981 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.20 | |||||
Warrants Issued to Mr Ikeda in Connection With Notes Payable Mr Ikeda Tranche 3 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 181,269 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.30 | |||||
Warrants Issued to Mr Berg in Connection with Notes Payable [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 318,077 | |||||
Warrants Issued to Mr Berg in Connection with Notes Payable, Tranche 1 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 166,327 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.10 | |||||
Warrants Issued to Mr Berg in Connection with Notes Payable, Tranche 2 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 91,327 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.20 | |||||
Warrants Issued to Mr Berg in Connection with Notes Payable, Tanche 3 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 60,423 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.30 | |||||
Warrants Issued in Connection with New Loans [Member] | ||||||
Warrants and Rights Outstanding | $ 367,000 | |||||
Notes Payable, Mr Ikeda [Member] | ||||||
Debt Instrument, Face Amount | 300,000 | |||||
Notes Payable, Mr Berg [Member] | ||||||
Debt Instrument, Face Amount | $ 100,000 | |||||
Debt Instrument, Prepayment Penalty, Threshold Percentage | 95.00% | |||||
Notes Payable to Mr Berg and Mr Ikeda [Member] | ||||||
Debt Instrument, Unamortized Discount, Total | $ 191,000 | |||||
Amortization of Debt Discount (Premium) | 10,000 | 10,000 | ||||
MHW SPV II, LLC [Member] | ||||||
Debt Agreement, Maximum Borrowing Capacity | $ 2,000,000 | $ 2,000,000 | ||||
Proceeds from Issuance of Debt | $ 650,000 | |||||
Debt Agreement, Maximum Borrowing Capacity During Post Amendment Period | $ 2,500,000 | |||||
Debt Agreement, Post Amendment Period (Day) | 60 days | |||||
MHW SPV II, LLC [Member] | Notes Payable, First Issuance [Member] | ||||||
Proceeds from Issuance of Debt | $ 945,000 | |||||
Debt Instrument, Term (Year) | 5 years | |||||
Long-term Debt, Gross | $ 945,000 | 238,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Debt Instrument, Interest Rate, Stated Percentage, Paid in Cash | 6.00% | |||||
Debt Instrument, Interest Rate, Stated Percentage, Paid in Kind | 6.00% | |||||
Debt Instrument, Unamortized Discount, Total | $ 93,000 | |||||
Amortization of Debt Discount (Premium) | 5,000 | 5,000 | ||||
Interest Payable | 161,000 | |||||
MHW SPV II, LLC [Member] | Notes Payable, Second Issuance [Member] | ||||||
Warrants and Rights Outstanding | 115,000 | |||||
Debt Instrument, Unamortized Discount, Total | $ 98,000 | |||||
Amortization of Debt Discount (Premium) | $ 5,000 | $ 5,000 |
Note 3 - Long-term Borrowings -
Note 3 - Long-term Borrowings - Long-term Borrowings (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Total | $ 2,282 | $ 2,234 |
Current portion of long-term borrowing | ||
Non-current portion of long-term borrowing | 2,282 | 2,234 |
Notes Payable, Other Payables [Member] | ||
Long-term Debt, Gross | 1,995 | 1,995 |
Interest Payable | 399 | 370 |
Debt instrument, unamortized discount | $ (112) | $ (131) |
Note 4 - Revolving Line of Cr_2
Note 4 - Revolving Line of Credit (Details Textual) - Revolving Credit Facility [Member] - Texas Capital Bank, National Association [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,500,000 |
Line of Credit Facility, Borrowing Base, Percent of Receivables | 80.00% |
Line of Credit Facility, Interest Rate at Period End | 3.18% |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% |
Line of Credit Facility, Minimum Liquidity Threshold | $ 1,500,000 |
Total Leverage Ratio, Maximum Threshold | 3 |
Total Interest Coverage Ratio, Minimum Threshold | 1.5 |
Line of Credit Facility, Annual Draw Limit | $ 250,000 |
Line of Credit Facility, Current Borrowing Capacity | 233,000 |
Long-term Line of Credit, Total | $ 0 |
London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
Note 5 - Leasing Arrangements_2
Note 5 - Leasing Arrangements (Details Textual) | Mar. 31, 2021 |
Minimum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year |
Maximum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 3 years |
Note 5 - Leasing Arrangements -
Note 5 - Leasing Arrangements - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating lease cost | $ 207 | $ 194 |
Variable lease cost | ||
Sublease income | (12) | (16) |
Total operating lease cost | 195 | 178 |
Operating Lease – operating cash flows | (176) | (151) |
New right-of-use assets – operating leases | ||
Weighted average remaining lease term – operating leases (months) (Month) | 1 year | 2 years |
Weighted average discount rate – operating leases | 12.00% | 12.00% |
Note 5 - Leasing Arrangements_3
Note 5 - Leasing Arrangements - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
2021 | $ 620 | |
2022 | 209 | |
2023 | 5 | |
Thereafter | ||
Total minimum future lease payments | 834 | |
Less imputed interest | (54) | |
Total | 780 | |
Current portion of lease liability | 763 | $ 748 |
Non-current portion of lease liability | 17 | $ 208 |
Operating Lease, Liability, Total | $ 780 |
Note 6 - Net Loss Per-share (De
Note 6 - Net Loss Per-share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 5,165,000 | 4,740,000 |
Note 6 - Net Loss Per-share - R
Note 6 - Net Loss Per-share - Reconciliation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net loss | $ (699) | $ (368) |
Weighted-average shares of common stock outstanding (in shares) | 18,009 | 17,728 |
Basic & diluted income (loss) per common share (in dollars per share) | $ (0.04) | $ (0.02) |
Note 7 - Related Party Transa_2
Note 7 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Interest Paid, Excluding Capitalized Interest, Operating Activities | $ 42,000 | $ 50,000 | |
Notes Payable, Other Payables [Member] | |||
Debt Instrument, Unamortized Discount, Total | 112,000 | $ 131,000 | |
Interest Payable | 399,000 | $ 370,000 | |
MHW SPV II, LLC [Member] | Notes Payable, Other Payables [Member] | |||
Notes Payable, Related Parties | 945,000 | ||
Debt Instrument, Unamortized Discount, Total | 27,000 | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 35,000 | 33,000 | |
Interest Payable | 238,000 | ||
MHW Partners [Member] | Notes Payable, Other Payables [Member] | |||
Notes Payable, Related Parties | 650,000 | ||
Debt Instrument, Unamortized Discount, Total | 28,000 | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 24,000 | $ 23,000 | |
Interest Payable | $ 161,000 |
Note 8 - Segment Reporting (Det
Note 8 - Segment Reporting (Details Textual) | 3 Months Ended |
Mar. 31, 2021 | |
Number of Operating Segments | 2 |
Note 8 - Segment Reporting - Se
Note 8 - Segment Reporting - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue | $ 5,170 | $ 10,597 | |
Depreciation expense | 114 | 96 | |
Income (loss) from operations | (607) | (277) | |
Interest expense, net | 85 | 82 | |
Assets | 13,143 | $ 23,808 | |
Corporate, Non-Segment [Member] | |||
Assets | 10,277 | 20,370 | |
Facilities Segment [Member] | |||
Revenue | 1,580 | 2,099 | |
Facilities Segment [Member] | Operating Segments [Member] | |||
Revenue | 1,580 | 2,099 | |
Depreciation expense | 67 | 51 | |
Income (loss) from operations | (70) | 19 | |
Interest expense, net | 50 | 44 | |
Assets | 1,091 | 1,366 | |
System Integration Services Segment [Member] | |||
Revenue | 3,590 | 8,498 | |
System Integration Services Segment [Member] | Operating Segments [Member] | |||
Revenue | 3,590 | 8,498 | |
Depreciation expense | 47 | 45 | |
Income (loss) from operations | (537) | (296) | |
Interest expense, net | 35 | $ 38 | |
Assets | $ 1,775 | $ 2,072 |