Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 29, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | OSS | ||
Entity Registrant Name | One Stop Systems, Inc. | ||
Entity Central Index Key | 0001394056 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 18,973,168 | ||
Entity Common Stock, Shares Outstanding | 16,459,457 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-38371 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-0885351 | ||
Entity Address, Address Line One | 2235 Enterprise Street #110 | ||
Entity Address, City or Town | Escondido | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92029 | ||
City Area Code | 877 | ||
Local Phone Number | 438-2724 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE: None |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 5,185,321 | $ 2,272,256 |
Accounts receivable, net | 11,667,157 | 10,540,150 |
Inventories, net | 7,369,356 | 6,823,930 |
Prepaid expenses and other current assets | 453,938 | 666,330 |
Total current assets | 24,675,772 | 20,302,666 |
Property and equipment, net | 3,568,564 | 1,759,086 |
Deposits and other | 47,146 | 49,966 |
Deferred tax assets, net | 3,019,823 | 2,505,632 |
Goodwill | 7,120,510 | 7,914,211 |
Intangible assets, net | 1,346,192 | 3,525,257 |
Total Assets | 39,778,007 | 36,056,818 |
Current liabilities | ||
Accounts payable | 4,115,977 | 3,708,865 |
Accrued expenses and other liabilities | 4,607,432 | 3,930,718 |
Borrowings on bank lines of credit (Note 8) | 422,960 | |
Current portion of notes payable, net of debt discount of $7,019 and $0, respectively (Note 8) | 1,377,751 | 1,156,915 |
Current portion of related-party notes payable, net of debt discount of $23,060 and $0, respectively (Note 8) | 561,441 | |
Total current liabilities | 10,662,601 | 9,219,458 |
Notes payable, net of current portion and debt discount of $2,047 and $0, respectively (Note 8) | 149,301 | 265,038 |
Related-party notes payable, net of current portion and debt discount of $6,726 and $0, respectively (Note 8) | 199,943 | |
Total liabilities | 11,011,845 | 9,484,496 |
Commitments and contingencies (Notes 10 and 11) | ||
Stockholders’ equity | ||
Common stock, $.0001 par value; 50,000,000 shares authorized; 16,121,747 and 14,216,328 shares issued and outstanding, respectively | 1,612 | 1,422 |
Additional paid-in capital | 30,537,015 | 27,424,113 |
Noncontrolling interest | 500 | 500 |
Accumulated other comprehensive (loss) income | (17,773) | 1,142 |
Accumulated deficit | (1,755,192) | (854,855) |
Total stockholders’ equity | 28,766,162 | 26,572,322 |
Total liabilities and stockholders' equity | $ 39,778,007 | $ 36,056,818 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt discount on notes payable, current | $ 30,079 | |
Debt discount on notes payable, noncurrent | $ 8,773 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,121,747 | 14,216,328 |
Common stock, shares outstanding | 16,121,747 | 14,216,328 |
Notes Payable | ||
Debt discount on notes payable, current | $ 7,019 | $ 0 |
Debt discount on notes payable, noncurrent | 2,047 | 0 |
Related Parties | ||
Debt discount on notes payable, current | 23,060 | 0 |
Debt discount on notes payable, noncurrent | $ 6,726 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 58,308,019 | $ 37,027,382 |
Cost of revenue | 38,905,756 | 25,692,658 |
Gross profit | 19,402,263 | 11,334,724 |
Operating expenses: | ||
General and administrative | 8,501,572 | 6,513,298 |
Impairment of goodwill | 1,697,394 | |
Marketing and selling | 5,138,762 | 3,995,258 |
Research and development | 4,843,554 | 4,001,757 |
Total operating expenses | 20,181,282 | 14,510,313 |
Income (loss) from operations | (779,019) | (3,175,589) |
Other income (expense): | ||
Interest expense | (165,560) | (65,693) |
Other income (expense), net | 281,494 | 271,878 |
Total other income, net | 115,934 | 206,185 |
Loss before income taxes | (663,085) | (2,969,404) |
Provision (benefit) for income taxes | 237,252 | (1,396,784) |
Net loss | (900,337) | (1,572,620) |
Net loss attributable to noncontrolling interest | (436,342) | |
Net loss attributable to common stockholders | $ (900,337) | $ (1,136,278) |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.06) | $ (0.09) |
Diluted | $ (0.06) | $ (0.09) |
Weighted average common shares outstanding: | ||
Basic | 15,148,613 | 12,586,513 |
Diluted | 15,148,613 | 12,586,513 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss attributable to common stockholders | $ (900,337) | $ (1,136,278) |
Other comprehensive (loss) income: | ||
Reclassification adjustment from unrealized to realized gain | (19,999) | |
Currency translation adjustment, net | (72,819) | 1,142 |
Unrealized gain on forward contracts | 53,904 | |
Total other comprehensive (loss) income | (38,914) | 1,142 |
Comprehensive loss | $ (939,251) | $ (1,135,136) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | CDI | Bressner Technology | Common Stock | Common StockCDI | Common StockBressner Technology | Additional Paid-in Capital | Additional Paid-in CapitalCDI | Additional Paid-in CapitalBressner Technology | Noncontrolling Interest | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Series C Preferred Stock | Series B Preferred Stock | Series A Preferred Stock |
Balance at Dec. 31, 2017 | $ 6,619,771 | $ 551 | $ 3,484,428 | $ 436,842 | $ 281,423 | $ 1,604,101 | $ 697,996 | $ 114,430 | |||||||
Balance, Shares at Dec. 31, 2017 | 5,514,917 | 1,087,006 | 1,450,000 | 500,000 | |||||||||||
Conversion of preferred stock to common stock upon initial public offering | $ 304 | 2,416,223 | $ (1,604,101) | $ (697,996) | $ (114,430) | ||||||||||
Conversion of preferred stock to common stock upon initial public offering, Shares | 3,037,006 | (1,087,006) | (1,450,000) | (500,000) | |||||||||||
Stock-based compensation | 527,335 | 527,335 | |||||||||||||
Exercise of stock options | 113,168 | $ 39 | 113,129 | ||||||||||||
Exercise of stock options, Shares | 391,578 | ||||||||||||||
Taxes paid on net issuance of employee stock options | (341,574) | (341,574) | |||||||||||||
Relative fair value of warrants issued to Underwriters with IPO | 669,408 | 669,408 | |||||||||||||
Proceeds from issuance of stock, net of issuance costs | 16,132,240 | $ 390 | 16,131,850 | ||||||||||||
Proceeds from issuance of stock, net of issuance costs, Shares | 3,900,000 | ||||||||||||||
Shares issued in merger/acquisition | $ 4,194,673 | $ 228,779 | $ 127 | $ 11 | $ 4,194,546 | $ 228,768 | |||||||||
Shares issued in merger/acquisition, Shares | 1,266,364 | 106,463 | |||||||||||||
Noncontrolling interest in consolidated subsidiary (Note 1) | (436,342) | (436,342) | |||||||||||||
Currency translation adjustment | 1,142 | $ 1,142 | |||||||||||||
Net (loss) income | (1,136,278) | (316,390) | (153,614) | (1,136,278) | |||||||||||
Balance at Dec. 31, 2018 | 26,572,322 | $ 1,422 | 27,424,113 | 500 | 1,142 | (854,855) | |||||||||
Balance, Shares at Dec. 31, 2018 | 14,216,328 | ||||||||||||||
Stock-based compensation | 649,469 | 649,469 | |||||||||||||
Exercise of stock options, RSU's and Warrants | 47,334 | $ 35 | 47,299 | ||||||||||||
Exercise of stock options, RSU's and Warrants, Shares | 350,587 | ||||||||||||||
Relative fair value of warrants issued with notes payable and notes payable to related parties | 60,158 | 60,158 | |||||||||||||
Taxes paid on net issuance of employee stock options | (132,017) | (132,017) | |||||||||||||
Proceeds from issuance of stock, net of issuance costs | 2,488,148 | $ 155 | 2,487,993 | ||||||||||||
Proceeds from issuance of stock, net of issuance costs, Shares | 1,554,832 | ||||||||||||||
Currency translation adjustment | (72,819) | (72,819) | |||||||||||||
Gain on forward contract | 53,904 | 53,904 | |||||||||||||
Net (loss) income | (900,337) | $ (3,091,161) | $ 91,812 | (900,337) | |||||||||||
Balance at Dec. 31, 2019 | $ 28,766,162 | $ 1,612 | $ 30,537,015 | $ 500 | $ (17,773) | $ (1,755,192) | |||||||||
Balance, Shares at Dec. 31, 2019 | 16,121,747 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||
Proceed from issuance of stock, issuance costs | $ 212,566 | $ 3,367,760 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (900,337) | $ (1,572,620) |
Net loss attributable to noncontrolling interest | (436,342) | |
Net loss attributable to common stockholders | (900,337) | (1,136,278) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Net loss attributable to noncontrolling interest | (436,342) | |
Deferred benefit for income taxes | (112,740) | (1,489,330) |
(Gain) loss on disposal of property and equipment | (1,785) | 406,049 |
Provision for bad debt | 702 | (2,939) |
Impairment of goodwill | 1,697,394 | |
Warranty reserves | 14,348 | 15,088 |
Amortization of deferred gain | (28,555) | (134,640) |
Depreciation and amortization | 1,655,288 | 1,350,329 |
Inventory reserves | 301,302 | 299,388 |
Amortization of debt discount | 21,303 | 24,830 |
Stock-based compensation expense | 649,469 | 527,335 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,165,596) | (2,563,523) |
Inventories | (1,008,980) | 46,789 |
Prepaid expenses and other current assets | 211,325 | (275,720) |
Accounts payable | 424,567 | (1,460,540) |
Accrued expenses and other liabilities | 617,163 | 938,718 |
Net cash provided by (used in) operating activities | 2,374,868 | (3,890,786) |
Cash flows from investing activities: | ||
Cash acquired in acquisitions | 700,865 | |
Purchases of property and equipment, including capitalization of labor costs for test equipment and ERP | (2,386,227) | (623,166) |
Proceeds from sales of property and equipment | 1,050 | 34,450 |
Net cash used in investing activities | (2,385,177) | (5,909,192) |
Cash flows from financing activities: | ||
Proceeds from stock options exercised | 47,334 | 113,168 |
Payment on working capital loan | (370,096) | |
Payment of payroll taxes on net issuance of employee stock options | (132,017) | (341,574) |
Stock issuance costs | (212,566) | (1,810,902) |
Proceeds from issuance of common stock | 2,700,714 | 19,500,000 |
Net repayments on bank lines of credit | (513,590) | (4,041,243) |
Net borrowings (repayments) on related-party notes payable | 791,171 | (163,483) |
Net borrowings (repayments) on notes payable | 241,055 | (985,692) |
Net cash provided by financing activities | 2,922,101 | 11,900,178 |
Net change in cash and cash equivalents | 2,911,792 | 2,100,200 |
Effect of exchange rates on cash | 1,273 | (13,661) |
Cash and cash equivalents, beginning of period | 2,272,256 | 185,717 |
Cash and cash equivalents, end of period | 5,185,321 | 2,272,256 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 129,547 | 41,138 |
Cash paid during the period for income taxes | 8,780 | 7,626 |
Supplemental disclosure of non-cash transactions: | ||
Forward foreign currency contracts | 53,904 | |
Relative fair value of warrants issued in connection with notes and related-party notes payable | 60,158 | |
Reclassification of inventories to property and equipment | 106,502 | |
Relative fair value of warrants issued in connection initial public offering, respectively | 669,408 | |
Reclassification of prepaid IPO expenses to additional paid in capital | 887,450 | |
Disposal of obsolete inventory | 947,400 | |
Change in labor and overhead applied to inventory | 957,694 | |
Fixed assets received from SkyScale in dissolution | 160,000 | |
Concept Development Inc. | ||
Cash flows from operating activities: | ||
Net loss attributable to common stockholders | (3,091,161) | (316,390) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Impairment of goodwill | 1,697,394 | |
Cash flows from investing activities: | ||
Cash paid in acquisition | (646,759) | |
Supplemental disclosure of non-cash transactions: | ||
Merger of CDI through issuance of common stock (Note 3) | 4,194,673 | |
Bressner Technology | ||
Cash flows from operating activities: | ||
Net loss attributable to common stockholders | $ 91,812 | (153,614) |
Cash flows from investing activities: | ||
Cash paid in acquisition | (5,374,582) | |
Supplemental disclosure of non-cash transactions: | ||
Merger of CDI through issuance of common stock (Note 3) | $ 228,779 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company and Basis of Presentation | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Nature of Operations One Stop Systems, Inc. (“we,” “our,” “OSS,” or the “Company”) was originally incorporated as a California corporation in 1999 after initially being formed as a California limited liability company in 1998. On December 14, 2017, the Company was reincorporated as a Delaware corporation in connection with its initial public offering. The Company designs, manufactures and markets industrial grade computer systems and components that are based on industry standard computer architectures. The Company markets its products to manufacturers of automated equipment used for media and entertainment, medical, industrial and military applications. During the year ended December 31, 2015, the Company formed a new wholly-owned subsidiary in Germany (“OSS GmbH”). During July 2016, the Company acquired Mission Technologies Group, Inc. (“Magma”) and its operations (Note 3). In April 2017, the Company and a related entity formed a joint venture named SkyScale, LLC in the State of California (“SkyScale”). In accordance with the Contribution Agreement, each member contributed $750,000 and received a 50% interest in the joint venture. The purpose of SkyScale was to engage in the business of providing high performance computing capabilities as cloud services. On December 31, 2018, as a result of changes in the competitive landscape and downward pressure on pricing from large competitors, the members to the SkyScale joint venture agreement agreed to dissolve SkyScale. As a result, it became necessary for OSS to write-off the outstanding balances of accounts and notes receivable and interest in the amount of $648,411, which write-off was offset by receipt of equipment valued at $160,000 and allocation of income from disposition of assets and liabilities of $71,502. These amounts have been included as an administrative expense in the accompanying consolidated statements of operations. Additional reserves for future expenses expected to be incurred in the process of closing SkyScale were recorded in the amount of $288,400 and are included in administrative expenses. As a result of the above, total charges related to the dissolution of SkyScale were $705,309 during the year ended December 31, 2018. In May 2017, the Company entered into a Technology and Software License Agreement with Western Digital (“WDT”) for its Ion flash storage software. The agreement provides the Company with the Ion source code and rights to develop and market derivative products. The Company intends to develop and sell Ion flash storage software with its high-density storage arrays, as well as service existing WDT software users (Note 3). Also, in July 2017, the Company entered in to a Service Agreement with WDT to service its existing customer base that utilizes Ion flash storage software. The Company also purchased certain equipment from WDT and hired selected employees to assist in the servicing of these existing customers. Management has determined that the activities and assets acquired from WDT comprise a business as defined in ASC 805-10-55-4 through 55. Consideration paid by the Company to WDT pursuant to the arrangements described above was $67,000. In addition, the Company is required to pay prospective royalties to WDT of $2,500 or $5,000 for each sale of the Company’s products that include licensed software. WDT is obligated to pay the Company for services rendered to support existing WDT software users the amount of $1,400,000 in defined declining quarterly amounts over a three year period. Management does not believe this business acquisition meets the significance definition provided in Regulation S-X, Rule 210.1-02(w). On August 31, 2018, the Company acquired Concept Development Inc. (CDI) located in Irvine, California for cash of $646,759, and common stock of $4,194,673 (Note 3). CDI specializes in the design and manufacture of custom high-performance computing systems for airborne in-flight entertainment systems. On October 31, 2018, the Company’s wholly-owned German subsidiary, OSS GmbH, acquired 100% of the outstanding stock of Bressner Technology GmbH, a Germany limited liability company located near Munich, Germany, from its principal owners for cash consideration of €4,725,000 (US$5,374,582) and stock consideration of 106,463 newly-issued restricted shares of the Company’s common stock. On December 31, 2018, as a result of changes in the competitive landscape and downward pressure on pricing from large competitors, the members to the SkyScale joint venture agreement agreed to dissolve SkyScale. As a result, it became necessary for OSS to write-off the outstanding balances of accounts and notes receivable and interest in the amount of $648,411, which write-off was offset by receipt of equipment valued at $160,000 and allocation of income from disposition of assets and liabilities of $71,502. These amounts have been included as an administrative expense in the accompanying consolidated statements of operations. Additional reserves for future expenses to be incurred in the process of closing SkyScale were recorded in the amount of $288,400 and are included in administrative expenses. As a result of the above, total charges related to the dissolution of SkyScale were $705,309 during the year ended December 31, 2018. Going Concern Considerations and Management’s Plans Given our recent operating losses, the Company’s primary sources of liquidity have been provided by (i) the Company’s February 2018 initial public offering (net proceeds were approximately $16,100,000), (ii) March 2019 notes payable from members of the Board of Directors and others of $1,500,000, and (iii) the June 2019 sale of 1,554,832 shares of the Company’s common stock for net cash proceeds of $2,488,148. As of December 31, 2019, the Company’s cash and cash equivalents were approximately $5,200,000 and working capital approximated $14,000,000. Cash and cash equivalents held by Bressner totaled $745,000 (USD) at December 31, 2019, and Bressner’s debt covenants do not permit the use of those funds by its parent company. During the year ended December 31, 2019, the Company experienced an operating loss of $779,000, but cash flows provided by operating activities approximated $2,400,000. The Company’s revenue growth, inclusive of two acquisitions made in 2018, has resulted in growth of the Company as a whole, but has been offset by increased spending in all areas of operating expenses: general and administrative, marketing and selling, and research and development. Further, in late 2019, a novel strain of coronavirus was first detected in Wuhan, China. Following the outbreak of this virus, governments throughout the world, including in the United States of America, have quarantined certain affected regions, restricted travel and imposed significant limitations on other economic activities. The Company’s operations team is closely monitoring the potential impact to the Company’s business, including its cash flows, supply chains, customers and employees. Though management has successfully managed through the current known impacts, if the situation further deteriorates or the outbreak results in further restriction on both supply and demand factors, our cash flows, financial position and operating results for fiscal year 2020 and beyond will be negatively impacted. Neither the length of time nor the magnitude of the negative impacts can be presently determined. Management’s plans with respect to the above is to continue its efforts to restructure the Company with the primary objectives of reducing costs, conserving cash, strengthening margins, and improving company-wide execution. Specific actions already implemented by management include the deferral of certain executive and Board compensation payments, a freeze on hiring and minimizing overtime, travel and entertainment, and contractor costs. In addition, management continues to review its expenses on a line item-by-line item basis for cost reduction opportunities, as well as opportunities to increase efficiencies through automation. While management expects these actions to result in prospective cost reductions, management is also commited to securing debt and/or equity financing to ensure that liquidity will be sufficient to meet the Company’s cash requirements through at least a period of the next twelve months. Management believes potential sources of liquidity include at least the following: ▪ In March 2019, the Company received funding commitments in the amount of $4,000,000 from members of the Board of Directors, of which $1,500,000 has been drawn through December 31, 2019. As of March 26, 2020, management expects that $750,000 of such commitments are currently available to the Company. ▪ In March 2020, the Company signed a term sheet with Ayrton Capital LLC for a $5.0 million non-interest bearing convertible note with a 10% original issue discount. The first tranche of $3.0 million is available upon closing with $2.0 million available seven months from the date of closing at the option of the Company. The note is repayable in twenty-two installments beginning three months after closing. While this transaction has not been completed as of March 26, 2020, management expects that the transaction will close prior to April 15, 2020. ▪ In May 2019, the Company filed a Form S-3 prospectus with the Securities and Exchange Commission which became effective on June 19, 2019, and allows the Company to offer up to $100,000,000 aggregate dollar amount of shares of its common stock or other financial instruments. As a result of management’s cost reduction plans, the Company’s potential sources of liquidity and management’s most recent cash flow forecasts, management believes that the Company has sufficient liquidity to satisfy its anticipated cash requirements for at least the next twelve months. However, there can be no assurance that management’s cost reduction efforts will be effective, the forecasted cash flows will be achieved, or that external sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to the Company, or at all. Basis of Presentation The accompanying financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of OSS, which include the results from the Magma acquisition, Ion business combination, and acquisition of Concept Development Inc., since their respective dates of acquisition, its wholly-owned subsidiary, OSS GmbH, which includes the acquisition of Bressner Technology GmbH on October 31, 2018 and the accounts of the joint venture, SkyScale LLC (collectively referred to as the “Company”). Intercompany balances and transactions have been eliminated in consolidation. On April 6, 2017, the Company and Jacoma Investments, LLC, an entity owned by our board member Jack Harrison, formed a joint venture, SkyScale, LLC (“SkyScale”), to engage in the business of providing high performance computing capabilities as cloud services. In accordance with the terms of the contribution agreement, Jacoma Investments, LLC agreed to contribute $750,000 in capital and the Company agreed to contribute $750,000 in the form of credits to purchase equipment, personnel or support services from the Company. Each party received a 50% membership interest in the joint venture. Management determined that SkyScale is a variable interest entity primarily because it is thinly capitalized and may require additional capital to finance its activities. Management determined that the Company is the primary beneficiary of SkyScale based primarily on the related party nature of SkyScale’s decision-makers and daily business operators. In May 2018, the Company loaned SkyScale $300,000 for operations at an interest rate of 12%, per annum. On August 30, 2018, an additional one-year working capital loan of $300,000 was authorized on similar terms of which SkyScale utilized $150,000. On December 31, 2018, as a result of changes in the competitive landscape and downward pressure on pricing from large competitors, the members to the SkyScale joint venture agreement agreed to dissolve SkyScale. As a result, it became necessary for the Company to write-off the outstanding balances due from SkyScale of notes receivable and interest in the amount of $478,599. The Company also had unpaid invoices for services rendered to SkyScale in the amount of $169,812. These amounts have been charged to administrative expenses and are included in the accompanying consolidated financial statements as an operating expense. As partial consideration for unpaid balances, SkyScale transferred computer equipment to the Company at an estimated market value of $160,000. The Company also received allocated income from disposition of SkyScale assets and liabilities of $71,502. Additionally, reserves for future estimated expenses to be incurred in the process of closing SkyScale were recorded in the amount of $288,400. As a result of the above, total charges related to the dissolution of SkyScale were $705,309 during the year ended December 31, 2018. During 2019, expenses of $70,068 were incurred from the reserve and $208,332 was taken into other income in the accompanying consolidated statement of operations. The assets and liabilities of SkyScale are as follows: December 31, December 31, 2019 2018 Cash and cash equivalents $ - $ 47,663 Receivables - - Other assets - - Fixed assets - - Total assets $ - $ 47,663 Accounts payable - $ 46,663 Accrued expenses - - Notes payable - - Total liabilities - 46,663 Members' equity - 1,000 Total liabilities and members' equity $ - $ 47,663 Operating results for SkyScale are as follows: For the Year Ended December 31, 2019 2018 Net revenue $ - $ 158,514 Cost of revenue - (675,058 ) Gross margin - (516,544 ) Operating expenses: General and administrative - 358,725 Marketing and selling - 132,004 Total operating expenses - 490,729 Loss from operations - (1,007,273 ) Other (expense) income - 134,590 Net loss $ - $ (872,683 ) The non-controlling interest attributable to SkyScale is shown as a component of equity on the consolidated balance sheets and the share of the loss attributable to the non-controlling interest is shown as a component of income (loss) in the accompanying consolidated statements of operations. Management determined that the dissolution of SkyScale did not represent a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, it has not been reported as discontinued operations. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated 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, liabilities, revenues and expenses, and disclosures of contingent assets, liabilities, and expenses at the date of the consolidated financial statements during the reporting period. Significant estimates made by management include, among others, the fair value of acquired net assets of CDI in August 2018 with reevaluation in April 2019, and Bressner Technology GmbH in October 2018, dissolution expenses for SkyScale, the allowance for doubtful accounts, fair value of stock options, recoverability of inventories and long-lived assets, and realizability of deferred tax assets. Actual results could differ from those estimates. Concentration Risks At times, deposits held with financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation (“SIPC”), of which both provide basic deposit coverage with limits up to $250,000 per owner. As of December 31, 2019, the Company had $3,514,529 in excess of the insurance limits. The Company has not experienced any such losses in these accounts. In Germany, the deposit insurance is €100,000 per bank, per customer. Bressner has funds on deposit in both Euro and U.S. dollar denominations of €508,316 (US$570,686), with banks in excess of the insurance limits. In the years ended December 31, 2019 and December 31, 2018, approximately 41%, and 53% of net sales represent customers which are each greater than 10% of our consolidated annual revenue. This concentration is with two customers, disguise and Raytheon. As of December 31, 2019 and 2018 approximately 72% and 60%, respectively of net trade accounts receivables represent customer balances which are each greater than 10% of our consolidated trade accounts receivable balance. As a result of the recent worldwide economic impact attributable to the coronavirus, disguise has been experiencing a slowdown in its business as the entertainment and media markets have been required to scale back or cancel large group gatherings. As a result, we have experienced delays in receipt of scheduled payments and requests for extended payment terms. As of March 26, 2020, the Company has approximately $5.8 million in outstanding receivables from disguise and management is working closely with this customer to ensure collection of all amounts owed. Management of disguise has asserted that it expects their primary markets to recover by the end of the second quarter of 2020, as areas of the world recover from the virus and business returns to normalcy. The Company made purchases from certain suppliers for which each represented greater than 10% of the Company’s vendor purchases on an annual basis. Collectively these vendors represented approximately 11% and 37% of purchases for the years ended December 31, 2019, and 2018, respectively. This concentration is with one and three suppliers, respectively. Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit and money market accounts. The Company considers all highly liquid temporary cash investments with an initial maturity of three months or less when acquired to be cash equivalents. Management believes that the carrying amounts of cash equivalents approximate their fair value because of the short maturity period. Accounts Receivable Accounts receivable are presented at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the trade accounts receivable and unbilled receivables. Unbilled receivables include cost and gross profit earned in excess of billings. The allowance for doubtful accounts is an estimate to cover the losses resulting from the inability of customers to make payments on their outstanding balances and unbilled receivables. In estimating the required allowance, management considers the overall quality and aging of the accounts receivable, specific customer circumstances, current economic trends, and historical experience with collections. At December 31, 2019 and 2018, the allowance for doubtful accounts is $14,000 and $13,403, respectively. Revenues earned in excess of related billings are recorded as an asset on the consolidated balance sheet as unbilled receivables. Unbilled receivables as of December 31, 2019 and 2018 were $25,432 and $65,157, respectively. Inventories Inventories are valued at the lower of cost or net realizable value. The Company uses the average cost method for purposes of determining cost, which approximates the first-in, first-out method. The Company establishes reserves on its inventories to write-down the carrying value of its estimated obsolete or excess inventories to estimated net realizable value based upon observations of historical usage and assumptions about future demand and market conditions. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Inventory reserves are not typically reversed until the specific inventories are sold or otherwise disposed. Property and Equipment Property and equipment, other than leasehold improvements, are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally from two to seven years. Leasehold improvements are recorded at cost and are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related asset. Tooling and test equipment includes capitalized labor costs associated with the development of the related tooling and test equipment. Costs incurred for maintenance and repairs are expensed as incurred, and expenditures for major replacements and improvements are capitalized. Upon retirement or sale, the cost and related accumulated depreciation and amortization of disposed assets are removed from the accounts and any resulting gain or loss is included in other expense, net. Goodwill Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually or when we deem that a triggering event has occurred. The Company reviews goodwill for impairment annually on December 31 st In April 2019, the Company performed an interim impairment test of goodwill, as a result of a short-fall in the actual overall financial performance of CDI as compared to plan, a recurring need for working capital, and a decrease in the Company’s stock price. As a result of this interim evaluation, the Company recorded an impairment loss to goodwill of $1,697,394, which was charged to operating expenses in the current period. Intangible Assets and Long-lived Assets We evaluate our intangible and long-lived assets for impairment annually when events or circumstances arise that indicate our intangible and long-lived assets may be impaired. Indicators of impairment include, but are not limited to, a significant deterioration in overall economic conditions, a decline in our market capitalization, the loss of significant business, significant decreases in funding for our contracts, or other significant adverse changes in industry or market conditions. The Company completed its qualitative assessment for impairment in December 2019 and determined that there was no impairment as of December 31, 2019. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue, which could result in an impairment of intangible and long-lived assets in the future. Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: • Level 1, defined as quoted market prices in active markets for identical assets or liabilities; • Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3, defined as unobservable inputs that are not corroborated by market data. The carrying value of financial instruments including cash and cash equivalents accounts receivable and accounts payable and accrued expenses, lines of credit, and other liabilities approximate fair value due to the short-term nature of these instruments. Assets and liabilities assumed in the acquisition of the Ion software, Concept Development Inc., and Bressner Technology GmbH were recorded at fair value based upon the Company’s market assumptions which approximated carrying value (except for acquired intangible assets – Note 3) due to the short-term nature of the instruments. The carrying amounts of the Company’s notes payable and Bressner’s existing lines of credit and notes payable approximate their fair values at the stated interest rates and are reflective of the prevailing market rates. Revenue Recognition On January 1, 2019, the Company adopted the new accounting standard update ASC 606, Revenue from Contracts with Customers, which superseded nearly all existing revenue recognition guidance under GAAP, to all contracts using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company’s performance obligations are satisfied over time as work is performed or at a point in time. The majority of the Company’s revenue is recognized at a point in time when products ship and control is transferred to the customer. The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied. The Company’s contracts are executed through a combination of written agreements along with purchase orders with all customers including certain general terms and conditions. Generally, purchase orders entail products, quantities and prices, which define the performance obligations of each party and are approved and accepted by the Company. The Company’s contracts with customers do not include extended payment terms. Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from invoice. Additionally, taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer and deposited with the relevant government authority, are excluded from revenue. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. Variable consideration may include discounts, rights of return, refunds, and other similar obligations. The Company allocates the transaction price to each distinct product and service based on its relative standalone selling price. The standalone selling price for products primarily involves the cost to produce the deliverable plus the anticipated margin and for services is estimated based on the Company’s approved list price. In the normal course of business, the Company does not accept product returns unless the items are defective as manufactured. The Company establishes provisions for estimated returns and warranties. In addition, the Company does not typically provide customers with the right to a refund and does not transact for noncash consideration. Customer agreements include one vendor managed inventory program. The Company recognizes revenue under this arrangement when all of the following criteria are met: (i) the goods have been identified separately as belonging to the customer; (ii) the goods are ready for physical shipment to the customer; (iii) the Company does not have the ability to direct the goods to another customer; and (iv) the arrangement was requested by the customer and that the customer has sufficiently explained a substantial business purpose for the arrangement. Management also considers whether the customer's custodial risks are insured and whether modifications to the Company's normal billing and credit terms were required. The Company recorded revenue from product sales that are held in vendor managed inventory under these agreements of $10,075,756 and $9,960,469 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, $459,893 and $1,662,293, respectively, of product sold through those dates were held by the Company in the vendor management program. Revenues on certain fixed-price contracts where we provide engineering services, prototypes and completed products are recognized based upon percentage of completion or based upon milestones delivered that are provided during the period and compared to milestone goals to be provided over the entire contract. These services require that we perform significant, extensive and complex design, development, modification or implementation of our customers’ systems. Performance will often extend over long periods of time, and our right to receive future payment depends on our future performance in accordance with the agreement. The percentage-of-completion methodology involves recognizing probable and reasonably estimable revenue using the percentage of services completed, on a current cumulative cost to estimated total cost basis, using a reasonably consistent profit margin over the performance period. Due to the long-term nature of these projects, developing the estimates of costs often requires significant judgment. Factors that must be considered in estimating the progress of work completed and ultimate cost of the projects include, but are not limited to, the availability of labor and labor productivity, the nature and complexity of the work to be performed and the impact of delayed performance. If changes occur in delivery, productivity or other factors used in developing the estimates of costs or revenues, we revise our cost and revenue estimates, which may result in increases or decreases in revenues and costs, and such revisions are reflected in earnings in the period in which the revision becomes known. During the years ended December 31, 2019 and 2018, revenue recognized on a fixed price contractual basis was $139,351 and $158,875, respectively. The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation. On certain contracts with several of the Company’s significant customers, the Company receives payments in advance of manufacturing. Advanced payments are recorded as deferred revenue until the revenue recognition criteria described above has been met. Related billings that are in excess of revenue earned are deferred and recorded as a liability on the consolidated balance sheet until the related services are provided. Deferred revenue was $24,718 and $133,995 as of December 31, 2019 and 2018, respectively. The Company recognizes revenues for non-refundable, upfront implementation fees on a straight-line basis over the period beginning with initiation of ongoing services through the end of the contract term. Remaining performance obligations represent the amount of revenue from fixed-fee contracts. As of December 31, 2019, approximately $317,718 of revenue from fixed-fee contracts is expected to be recognized from these remaining performance obligations. We expect to fully recognize revenue on these remaining performance obligations over the next 24 months. We elected to utilize the practical expedient exemption to exclude from this disclosure the amount of revenue from contracts which are not fixed-fee and where we do not have the right to invoice until the services have been performed. The Company’s operating segment revenues disaggregated by primary geographic market, which is determined based on a customer’s geographic location, for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Entity: Domestic International Total Domestic International Total Customized computers and flash arrays $ 19,436,784 $ 18,081,290 $ 37,518,074 $ 15,193,890 $ 17,322,215 $ 32,516,105 In-flight entertainment & connectivity 2,030,596 506,738 2,537,334 541,191 214,068 755,259 Value-added reseller with minimal customization 473,489 17,779,122 18,252,611 24,177 3,731,841 3,756,018 $ 21,940,869 $ 36,367,150 $ 58,308,019 $ 15,759,258 $ 21,268,124 $ 37,027,382 Warranty Reserve The Company offers product warranties that extend for one year from the date of sale. Such warranties are considered assurance-type warranties and therefore, they would not be deemed to be a separate performance obligation under ASC 606. Such warranties require the Company to repair or replace defective product returned to the Company during the warranty period at no cost to the customer. The Company records an estimate for warranty‑related costs at the time of sale based on its historical and estimated future product return rates and expected repair or replacement costs (Note 7). While such costs have historically been within management’s expectations and the provisions established, unexpected changes in failure rates could have a material adverse impact on the Company, requiring additional warranty reserves and could adversely affect the Company’s gross profit and gross margins. The Company offers customers extended warranties beyond the standard one-year warranty on the product. The extended warranties are considered service-type warranties and would be considered as a separate performance obligation under ASC 606. The Company is the primary obligor and, revenue is recognized on a gross basis ratably over the term of the extended warranty. The customer can purchase extended warranties from one to five years, in the bronze, silver or gold categories. This entails hardware repair or replacement, shipping methods on how the warranties will be returned / delivered, response times and hours of operations to receive support. The amount of warranties sold for years ended December 31, 2019 and 2018 were $377,768 and $401,850, respectively.z The revenue that was recognized for the warranties sold for the years ended December 31, 2019 and 2018, were $392,532 and $200,611, respectively. The Company does have recourse with some of its suppliers that offer more than a one-year guarantee on parts, but this is not standard. The few that offer greater than a year warranty, the Company may be able to cover the cost of the part from the manufacturer for the failed part. The amounts of these costs vary in a wide range, but are not material, due to the infrequency of failure. As of December 31, 2019 and 2018, deferred revenue totaled $394,571 and $409,334, respectively. The Company expects to recognize $394,571 of unearned revenue amounts from 2020 through 2024. Shipping and Handling Costs The Company's shipping and handling costs are included in cost of goods sold for all periods presented. Foreign Currency We operate primarily in the United States. Foreign sales of products and services are primarily denominated in U.S. dollars. We also conduct business outside the United States through our foreign subsidiary in Germany, where business is largely transacted in non-U.S. dollar currencies particularly the Euro, which is subject to fluctuations due to changes in foreign currency exchange rates. Accordingly, we are subject to exposure from changes in the exchange rates of local currencies. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations OSS GmbH operates as an extension of OSS’s domestic operations. The functional currency of OSS GmbH is the Euro. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the average exchange rate in effect during the period. At the end of each reporting period, monetary assets and liabilities are remeasured using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Consequently, changes in the exchange rates of the currencies may impact the translation of the foreign subsidiaries’ statements of operations into U.S. dollars, which may in turn affect our consolidated statement of operations. Derivative Financial Instruments We employ derivatives to manage certain currency market risks through the use of foreign exchange forward contracts. We do not use derivatives for trading or speculative purposes. Our derivatives are designated as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). We hedge a portion of the exchange risk involved in anticipation of highly probable foreign currency-denominated transactions. In anticipation of these transactions, we enter into foreign exchange contracts to provide currency at a fixed rate. As of December 31, 2019, Bressner had one foreign exchange contract outstanding. There were no foreign exchange contracts outstanding as of December 31, 2018. Unrealized gains on derivatives designated as cash flow hedges are recorded at fair value as assets, and unrealized losses on derivatives designated as cash flow hedges are recorded at fair value as liabilities. For derivative instruments designated as cash flow hedges, the effective portion is reported as a component of accumulated OCI until reclassified into interest expense in the same period the hedged transaction affects earnings. The gain or loss on the ineffective portion is recognized as “Other income (expense) – net” in the consolidated statements of operations in each period. Stock-Based Compensation The Company accounts for employee and director share-based compensation in accordance with the provisions of ASC Topic 718 “Compensation – Stock Compensation” All transactions in which goods or services are the consideration received for the issuance of equity instruments to non-employees are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the estimated fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur. Employee and director stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period. Given that stock-based compensation expense recognized in the accompanying consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company’s estimated average forfeiture rates are based on historical forfeiture experience and estimated future forfeitures. Compensation cost for stock awards, which include restricted stock units (“RSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures, over the related service period. The fair value of stock awards is based on the quoted price of our common stock on the grant date. The estimated fair value of common stock option awards is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires subjective assumptions regarding future stock price volatility and expected time to exercise, along with assumptions about the risk-free interest rate and expected dividends, all of which affect the estimated fair values of the Company’s common stock option awards. Given a lack of historical stock option exercises, the expected term of options granted is calculated as the average of the weighted vesting period and the contractual expiration date of the option. This calculation is based on a method permitted by the Securities and Exchange Commission in instances where the vesting and exercise terms of options granted meet certain conditions and where limited historical exercise data is available. The expected volatility is based on the historical volatility of the common stock of comparable public companies that operate in similar industries as the Company. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected term of the grant effective as of the date of the grant. The expected dividend assumption is based on the Company’s history and management’s expectation regarding dividend payouts. Compensation expense for common stock option awards with graded vesting schedules is recognized on a straight-line basis over the requisite service period for the last separately vesting portion of the award, provided that the accumulated cost recognized as of any date at least equals the value of the vested portion of the award. If there are any modifications or cancellations of the underlying vested or unvested stock-based awards, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense, or record additional expense for vested stock-based awards. Future stock-based compensation expense and unearned stock- based compensation may increase to the extent that the Company grants additional common stock options or other stock-based awards. Business Combinations We utilize the acquisition method of accounting for business combinations and allocate the purchase price of an acquisition to the various tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. We primarily establish fair value using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors and income tax rates. Other estimates include: • Estimated step-ups or write-downs for fixed assets and inventory; • Estimated fair values of intangible assets; and • Estimated income tax assets and liabilities assumed from the target. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business acquisition date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchase price allocation period, which is generally one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the purchase price allocation period any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined. Should we issue shares of our common stock in an acquisition, we will be required to estimate the fair value of the shares issued. See Note 3. Debt Discounts Debt discounts, which originate from the relative fair value of warrants issued in connection with notes payable and related-party notes payable, are recorded against the noted payable and related-party notes payable in the accompanying consolidated balance sheets. Amortization of the debt discounts are calculated using the straight-line method over the term of the applicable notes which approximates the effective interest method and are recorded in interest expense in the accompanying consolidated statements of operations. Amortization of debt discounts of $21,303 and $24,830 was recognized as interest expense for the years ended December 31, 2019 and 2018, respectively. Advertising Costs Advertising costs are expensed as incurred and included in marketing and selling expense in the accompanying consolidated statements of operations. Advertising costs for the years ended December 31, 2019 and 2018 were $352,080 and $100,520, respectively. Research and Development Expenses Research and development expenditures are expensed in the period incurred. Research and development expenses primarily consist of salaries, benefits and stock-based compensation, as well as consulting expenses and allocated facilities and other overhead costs. Research and development activities include the development of new technologies, features and functionality in support of the Company’s products and customer needs. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Under ASC Topic 740, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC Topic 740 provides requirements for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018. Also, the Company has elected to treat the tax effect of Global Intangible Low Tax Income (“GILTI”) as a current-period expense when occurred. The Company does not foresee material changes to its gross liability of uncertain tax positions within the next twelve months. Interest Expense Interest expense consists primarily of interest associated with the Company’s issued debt including the amortization of debt discounts. The Company recognizes the amortization of debt discounts and the amortization of interest costs using a straight-line method which approximates the effective interest method. Net (Loss) Income Per Share Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted-average common shares outstanding during the period. Diluted net (loss) income per share is calculated by dividing the net (loss) income by the weighted-average shares and dilutive potential common shares outstanding during the period. Dilutive potential shares consist of dilutive shares issuable and the exercise or vesting of outstanding stock options and warrants, respectively, computed using the treasury stock method. Durin |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 – ACQUISITIONS Concept Development Inc. On August 31, 2018, the Company acquired 100% of the outstanding common stock of Concept Development Inc. (“CDI”) from CDI’s former stockholder (“CDI Stockholder”) pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). CDI specializes in the design and manufacturing of custom high-performance computing systems for airborne in-flight entertainment systems. CDI is located in Southern California. The acquisition is expected to increase the Company’s access to the in-flight entertainment market and gain technical expertise in the design and manufacturing of airborne equipment. The Company paid cash of $646,759 and issued 1,266,364 shares of the Company’s common stock to the CDI Stockholder for 100% of CDI outstanding common stock. The fair value assigned to the shares of common stock was $4,194,673, which was based upon the closing price of OSS’s stock on August 31, 2018 of $3.63 less a discount of 8.75% for lack of marketability for a one year period. This transaction was accounted for using the acquisition method pursuant to ASC Topic 805, Business Combinations The final allocation of the total consideration to the acquired net assets as of the acquisition date for CDI is as follows: Cash $ 139,634 Accounts receivable 489,267 Prepaid expenses 45,683 Inventories 205,635 Property and equipment 45,026 Deposits and other 12,526 Customer lists and relationships 470,000 Trade name 90,000 Non-compete 15,000 Accounts payable (91,997 ) Accrued expenses (99,711 ) Deferred revenue (95,610 ) Deferred income taxes (258,301 ) Other accrued liabilities (50,985 ) Working capital loan (370,096 ) Total fair value excluding goodwill 546,071 Goodwill 4,295,361 Total consideration $ 4,841,432 The preliminary determination of fair value for the identifiable net assets acquired in the acquisition was initially determined by management after consideration of the results of a third-party appraisal. At the time of acquisition, management preliminarily assessed the value and recorded goodwill of $3,100,361 and other intangible assets of $1,770,000. Subsequently in April 2019, and within the one year finalization period prescribed by ASC Topic 805, management finalized the purchase price allocation, including certain assumptions in the initial financial models used for the determination of intangible asset values. As a result, identified intangible assets were reduced from $1,770,000 to $575,000 with the difference of $1,195,000 being allocated to goodwill. The change in identified intangible assets is as follows: Preliminary Valuation Revised Valuation Change Customer lists and relationships $ 1,470,000 $ 470,000 $ (1,000,000 ) Trade name 100,000 90,000 (10,000 ) Non-compete 200,000 15,000 (185,000 ) $ 1,770,000 $ 575,000 $ (1,195,000 ) If the revised values had been used since inception of the acquisition, the amortization expense would have been $177,778 less than what had been recognized through April 2019. Additionally, as a result of a short-fall in the actual overall financial performance of CDI as compared to plan, a recurring need for working capital, and a decrease in the Company’s stock price, the Company performed an interim test of impairment of goodwill as there was indication that the carrying value of the assets may not be recoverable. To evaluate whether goodwill is impaired, the Company compares the estimated fair value of CDI to CDI’s carrying value, including goodwill. The Company determined that the carrying value of CDI exceeded its estimated fair value thereby requiring the measurement of the impairment loss. After consideration of the results of an additional third-party appraisal, it was determined by management that the goodwill associated with CDI was impaired by $1,697,394. As a result, the Company recognized a charge to operating expenses which is included in the accompanying consolidated statements of operations. This business combination is considered a tax-free reorganization under Section 368(a) under the Internal Revenue Code. The Company incurred $245,028 in accounting and legal fees related to the acquisition of CDI. Bressner Technology GmbH On October 31, 2018, the Company’s wholly-owned German subsidiary, OSS GmbH, acquired 100% of the outstanding stock of Bressner Technology GmbH, a Germany limited liability company located near Munich, Germany, from its principal owners for cash consideration of €4,725,000 (US$5,374,582) and stock consideration of 106,463 newly-issued restricted shares of the Company’s common stock. The fair value assigned to the shares of common stock was $228,779, which was based upon the closing price of OSS’s stock on October 31, 2018 of $2.47 less a discount of 13.0% for lack of marketability for a two year period. This transaction was accounted for using the acquisition method pursuant to ASC Topic 805, Business Combinations The final allocation of the total consideration to the acquired net assets as of the acquisition date for Bressner Technology GmbH is as follows: Cash $ 560,932 Accounts receivable 2,238,881 Inventory 3,721,685 Prepaid expenses and deposits 124,491 Fixed assets 346,637 Customer relationships 1,215,798 Trade name 329,515 Non-compete - Josef Bressner 231,797 Accounts payable and accrued expenses (2,076,450 ) Notes payable (2,536,148 ) Deferred tax liability (43,499 ) Total fair value excluding goodwill 4,113,639 Goodwill 1,489,722 Total allocated purchase price $ 5,603,361 The determination of fair value for the identifiable net assets acquired in the acquisition was determined by management and considered the results of a third-party appraisal of the fair value of equipment purchased. Management estimates that any residual value from the intangible assets listed above will not be significant. On the acquisition date, goodwill of $1,489,722 and other intangible assets of $1,777,110 were recorded. The business combination is considered a tax-free reorganization under Section 368(a) under the Internal Revenue Code. The Company incurred $419,305 in accounting and legal fees related to the acquisition of Bressner. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statements of operation for the year ended December 31, 2018. Definite lived intangible assets related to acquisitions, after the revaluation of CDI intangible assets, are as follows as of December 31, 2019: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 22 to 44 months $ 2,084,515 $ (1,109,681 ) $ 974,834 Drawings and Technology 36 months 0 months 760,207 (760,207 ) - Trade name, Trademarks & other 24 to 36 months 8 to 22 months 447,274 (217,570 ) 229,704 Non-compete 36 months 22 months 246,797 (105,143 ) 141,654 $ 3,538,793 $ (2,192,601 ) $ 1,346,192 Definite lived intangible assets related to acquisitions are as follows as of December 31, 2018: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 7 to 56 months $ 3,084,515 $ (492,269 ) $ 2,592,246 Drawings and Technology 36 months 7 months 760,207 (622,949 ) $ 137,258 Trade name, Trademarks & other 24 to 36 months 7 to 34 months 457,274 (58,218 ) 399,056 Non-compete 36 months 32 to 34 months 431,797 (35,100 ) 396,697 $ 4,733,793 $ (1,208,536 ) $ 3,525,257 The amortization expense of the definite lived intangible assets for the years remaining is as follows: 2020 2021 2022 2023 Total $ 683,935 $ 556,872 $ 63,231 $ 42,154 $ 1,346,192 Amortization expense recognized during the year ended December 31, 2019 and 2018 was $984,065 and $630,258, respectively. The amount of revenue and net loss of CDI included in the Company’s consolidated statements of operations for the years ended December 31, 2019 was $2,537,334 and ($3,091,161), respectively and $755,259 and ($316,390) for the year ended December 31, 2018. The amount of revenue and net income (loss) of Bressner included in the Company’s consolidated statements of operations for the years ended December 31, 2019 was $18,252,610 and $91,812, respectively and $3,849,625 and ($153,614) for the year ended December 31, 2018. The following unaudited consolidated pro forma information presents the results of revenue and operations for the years ended December 31, 2019 and 2018 as if these two acquisitions occurred on January 1, 2018. For the Year Ended December 31, 2019 2018 Revenue $ 58,308,019 $ 53,352,821 Net loss $ (900,337 ) $ (466,675 ) Acquisition-related pro forma net loss per share attributable to common stockholders Basic $ (0.06 ) $ (0.04 ) Diluted $ (0.06 ) $ (0.04 ) |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable Net Current [Abstract] | |
Accounts Receivable | NOTE 4 – ACCOUNTS RECEIVABLE Accounts receivable, net consists of the following at December 31, December 31, December 31, 2019 2018 Accounts receivable $ 11,655,725 $ 10,488,396 Unbilled receivables 25,432 65,157 11,681,157 10,553,553 Less: allowance for doubtful accounts (14,000 ) (13,403 ) $ 11,667,157 $ 10,540,150 Unbilled receivables include amounts associated with percentage of completion and milestone billing accounting, which includes cost and gross profit earned in excess of billing, not currently billable due to contractual provisions. The provision for . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories, net consist of the following at December 31: December 31, December 31, 2019 2018 Raw materials $ 2,478,882 $ 2,248,520 Sub-assemblies 1,857,004 1,198,071 Work-in-process 493,276 311,072 Finished goods 3,087,529 3,466,419 7,916,691 7,224,082 Less: reserves for obsolete and slow-moving inventories (547,335 ) (400,152 ) $ 7,369,356 $ 6,823,930 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment, net consists of the following at December 31: December 31, December 31, 2019 2018 Computers and computer equipment $ 633,546 $ 609,921 Furniture and office equipment 340,801 211,759 Manufacturing equipment and engineering tools 2,501,020 2,211,080 Software implementation 1,709,125 - Leasehold improvements 892,097 163,373 6,076,589 3,196,133 Less: accumulated depreciation and amortization (2,508,025 ) (1,880,167 ) 3,568,564 1,315,966 Construction in progress - facilities - 197,619 Software implementation in progress - ERP - 245,501 $ 3,568,564 $ 1,759,086 During the years ended December 31, 2019 and 2018, the Company incurred $671,223 and $417,259 of depreciation and amortization expense related to property and equipment, respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following at December 31: December 31, December 31, 2019 2018 Accrued compensation and related liabilities $ 1,621,177 $ 1,183,653 Deferred revenue and customer deposits 1,260,126 1,135,470 Warranty reserve 424,011 416,313 Other accrued expenses 1,302,118 1,195,282 $ 4,607,432 $ 3,930,718 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8 – DEBT Bank Lines of Credit Bressner Technology GmbH has three revolving lines of credit with German institutions totaling €3,600,000 (US$4,041,723). Borrowing under the lines of credit bear interest at variable rates of Euribor plus a stated rate. Current rates are between 3.75% and 7.99%. There were no balances outstanding as of December 31, 2019. In 2018, Bressner Technology GmbH had six revolving lines of credit with German institutions totaling €3,320,000. Borrowing under those lines of credit bore interest at variable rates of Euribor plus a stated rate. Rates were between 3.75% and 7.99%. The lines of credit were guaranteed by the managing director through March 31, 2019. The totaling outstanding as of December 31, 2018 was €369,567 (US$422,960). Notes Payable In April 2019, the Company borrowed $350,000 from three individuals for a two year period at an interest rate of 9.5% which requires the Company to make monthly principal and interest payments of $16,100 per month. These loans are secured by the assets of the Company. In connection with these loans, the Company issued to the noteholders warrants to purchase shares of the Company’s common stock equal to 10% of the original principal at a price per share equal to $2.15 per share. Accordingly, the Company issued to the noteholders warrants to purchase 16,276 shares of the Company’s common stock at an exercise price of $2.15 per share. The relative fair value of each warrant was $0.90. The relative fair value of warrants was estimated using Black-Scholes with the following weighted-average assumptions: fair value of the Company’s common stock at issuance of $2.15 per share; five year contractual term; 44.60% volatility; 0.0% dividend rate; and a risk-free interest rate of 2.307%. The total relative fair value of the warrants issued is $14,037. Bressner Technology GmbH has four term loans outstanding with a total balance outstanding as of December 31, 2019 of €1,153,525 (US$1,295,064) as follows: Bressner entered into a note payable in September 2017, in the amount of €400,000 (US$436,272) which bears interest at 2.125% and matured on January 31, 2020 and was paid in full on this date. Quarterly principal payments of €25,000 (US$28,068) are due in January, April, July and November. The balance outstanding as of December 31, 2019 is €25,000 (US$28,068). The balance outstanding as of December 31, 2018 was €300,000 (US$343,314). Bressner entered into a note payable in April 2019, in the amount of €500,000 (US$561,350) which bears interest at 2.25% and matures on March 30, 2021 with monthly payments of principal and interest of €22,232 (US$24,960). The balance outstanding as of December 31, 2019 is €328,525 (US$368,835). Bressner entered into a note payable in June 2019, in the amount of €500,000 (US$561,350) which bears interest at 1.70.% and matures on June 25, 2020 with a balloon payment of principal and interest of €508,679 (US$571,095). Bressner entered into a note payable in September 2019, in the amount of €300,000 (US$336,810) which bears interest at 1.65.% and matures on March 24, 2020, with a balloon payment of principal and interest of €301,650 (US$338,663). This loan was subsequently refinanced and the term extended one year. Related-Party Notes Payable In April 2019, the Company borrowed $1,150,000 from three individuals who serve on the Company’s board of directors for a two year period at an interest rate of 9.5% which requires the Company to make monthly principal and interest payments of $52,900 per month. These loans are secured by the assets of the Company. In connection with these loans, the Company issued to the noteholders warrants to purchase shares of the Company’s common stock equal to 10% of the original principal at a price per share equal to $2.15 per share. Accordingly, the Company issued to the noteholders warrants to purchase 53,490 shares of the Company’s common stock at an exercise price of $2.15 per share. The relative fair value of each warrant was $0.90. The relative fair value of warrants was estimated using Black-Scholes with the following weighted-average assumptions: fair value of the Company’s common stock at issuance of $2.15 per share; five year contractual term; 42.60% volatility; 0.0% dividend rate; and a risk-free interest rate of 2.3067%. The relative fair value of warrants issued is $46,121. Debt Discount The relative fair value of warrants were recorded as debt discount, decreasing notes payable and related-party notes payable and increasing additional paid-in-capital on the accompanying consolidated balance sheets. The debt discounts are being amortized to interest expense over the term of the corresponding notes payable using the straight-line method which approximates the effective interest method. For the years ended December 31, 2019 and 2018, total debt discount amortization was $21,303 and $24,830, respectively, and such amounts are included in interest expense in the accompanying consolidated statements of operations. Total future payments under the notes payable and related notes payable described above are as follows: Period Ending December 31, Related Parties Third Parties Foreign Total Discount 2020 $ 584,501 $ 177,866 $ 1,206,904 $ 1,969,271 $ (30,079 ) 2021 206,669 63,188 88,160 358,017 (8,773 ) Total minimum payments 791,170 241,054 1,295,064 2,327,288 (38,852 ) Current portion of notes payable (584,501 ) (177,866 ) (1,206,904 ) (1,969,271 ) 30,079 Notes payable, net of current portion $ 206,669 $ 63,188 $ 88,160 $ 358,017 $ (8,773 ) |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY The Company’s amended and restated certificate of incorporation filed on December 14, 2017, authorizes the Company to issue 10,000,000 shares of preferred stock and 50,000,000 shares of common stock. On February 1, 2018, in connection with the Company’s initial public offering, each share of the Company’s outstanding Series A, Series B, and Series C, Preferred Stock was automatically converted into a share of the Company’s common stock, par value $0.0001 on a one-for-one basis. Common Stock The voting, dividend and liquidation rights of the holders of the common stock are subject to rights of preferred stockholders, if any, as designated by the Board of Directors. Common stockholders have voting rights at all meetings of stockholders and are entitled to one vote for each share held subject to certain limitations otherwise required by law. Dividends may be declared and paid on the common stock as and when determined by the Board of Directors subject to any preferential dividend or other rights of preferred stockholders. The Company does not anticipate declaring any dividends in the foreseeable future. Upon the dissolution or liquidation of the Company, common stockholders are entitled to receive all assets of the Company, subject to any preferential or other rights of preferred stockholders. Initial Public Offering On December 18, 2017, the Company announced the commencement of an underwritten public offering of its common stock, par value $0.0001 per share. The offering became effective on January 31, 2018 and trading began on February 1, 2018. On February 5, 2018, the Company closed the initial public offering selling an aggregate of 3,800,000 shares of common stock at a price to the public of $5.00 for total gross proceeds of $19,000,000, which resulted in net proceeds of $17,485,000, after deducting underwriting discounts and commissions of $1,330,000 and underwriter offering-related transaction costs of $185,000. Additionally, the Company incurred costs associated with the transaction for accounting, legal and other fees and costs of $1,148,352 and a warrant expense of $699,408 for warrants issued to the underwriter pursuant to the underwriter agreement. Such stock issuance costs have been deducted from the proceeds received from the underwriter and disclosed as net proceeds in the consolidated statement of stockholders’ equity. On February 9, 2018, the underwriters exercised their over-allotment option to purchase an additional 200,000 shares of common stock at the public offering price of $5.00 per share, of which 100,000 shares of newly issued common stock were purchased from the Company and 100,000 shares were sold by the Company’s CEO’s family trust. The Company received gross proceeds of $500,000, which resulted in net proceeds to the Company of $465,000, after deducting underwriting discounts and commissions of $35,000. Warrants In conjunction with the Company’s initial public offering, on February 1, 2018, the Company issued warrants to the underwriter to purchase 380,000 shares of common stock at a price of $6.00 pursuant to the Underwriting and Warrant Agreements dated February 1, 2018. The fair value of the warrants was $699,408. The fair value of warrants was estimated using Black-Scholes with the following weighted-average assumptions: fair value of the Company’s common stock at issuance of $5.00 per share; five year contractual term; 42.7% volatility; 0% dividend rate; and a risk-free interest rate of 2.72%. The warrant expense was treated as a stock issuance cost and was deducted from the gross proceeds received in the offering in the current period. A corresponding increase in additional paid in capital was recognized in relation to this transaction. Exercise of Stock Options During the year ended December 31, 2019, the Company issued 350,587 shares of common stock for proceeds of $47,334 in cash related to the exercise of stock options. Of the total shares issued, 273,600 shares of common stock were issued as a cashless exercise of stock options. During the year ended December 31, 2018, the Company issued 391,578 shares of common stock for proceeds of $113,168, in cash related to the exercise of stock options. Of the total shares issued, 290,879 shares of common stock were issued as a cashless exercise of stock options. Preferred Stock Preferred Stock may be issued from time to time in one or more series, each of these series to have such terms as stated or expressed in resolutions providing for the issue of such series adopted by the Board of Directors. Since February 1, 2018, there has been no outstanding preferred stock. On December 14, 2017, the Company was reincorporated in the State of Delaware. Prior to that date the Company was authorized to issue 5,000,000 shares of preferred stock and 11,000,000 share of common stock. The authorized preferred stock had been further designated as follows: 500,000 as Series A Preferred Stock; 1,500,000 as Series B Preferred Stock; and 2,000,000 as Series C Preferred Stock. The liquidation preferences of the preferred shares were as follows: • Series C Preferred Stock The liquidation preference is $1.50 per share, and the shares have liquidation preference over common stock, Series A Preferred Stock, and Series B Preferred Stock. • Series B Preferred Stock The liquidation preference is $0.50 per share, and the shares have liquidation preference over common stock and Series A Preferred Stock. • Series A Preferred Stock The liquidation preference is $0.25 per share, the shares have liquidation preference over common stock. Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (“Preferred Shares”) were convertible at any time at the option of the holder into one share of common stock. In addition, preferred shares were automatically convertible into shares of common stock upon the date specified by the holders of a majority of the then outstanding shares of such securities, or the closing of a public offering of common stock with gross proceeds of not less than $10,000,000 at an offering price of not less than $5.00 per share. Each of the Preferred Shares was non-redeemable, had no par value, was not eligible for dividends, unless declared, and the voting rights of the Preferred Shares was equivalent to the voting rights of common stock. As a result of the Company’s initial public offering exceeding the gross proceeds requirements and the requisite offering price, all of the previously outstanding preferred stock was converted to common stock on February 1, 2018. Regarding unissued preferred stock, the Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon wholly unissued series of preferred stock, and to fix or alter the number of shares comprising any such series and the designation thereof, or any of them, and to provide for rights and terms of redemption or conversion of the shares of any such series. Stock Options The Company maintained a stock option plan that was established in 2000 (“2000 Plan”). In November 2008, the Company increased the maximum number of shares of the Company's common stock that were issuable under the 2000 Plan to 3,000,000 shares of the Company's common stock. The 2000 Plan has expired and no future grants may be awarded under the 2000 Plan. In December 2011, the Company adopted a stock option plan (“2011 Plan”) under which the Company may issue up to 1,500,000 shares of the Company’s common stock and, as of December 31, 2019, the Company had 240,000 shares of common stock remaining unissued under the 2011 Plan. The 2011 Plan was terminated by the Board of Directors on October 10, 2017, and accordingly, no shares are available for issuance under the 2011 Plan. The 2011 Plan will continue to govern outstanding awards granted thereunder. In December 2015, the Company adopted a stock option plan (“2015 Plan”) under which the Company may issue up to 1,500,000 shares of the Company’s common stock and, as of December 31, 2019, the Company had 790,000 shares of common stock remaining unissued under the 2015 Plan. The terms of the 2011 Plan and 2015 Plan provided for the grant of incentive options to employees and non-statutory options to employees, directors and consultants of the Company. The 2015 Plan was terminated by the Board of Directors on October 10, 2017, and accordingly, no shares are available for issuance under the 2015 Plan. The 2015 Plan will continue to govern outstanding awards granted thereunder. The Board of Directors adopted the 2017 Equity Incentive Plan on October 10, 2017 (the “2017 Plan”). The 2017 Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including incentive stock options, non-qualified stock options, restricted stock grants, unrestricted stock grants and restricted stock units and stock bonuses and performance-based awards. On December 18, 2017, the Company stockholders approved the “2017 Plan” under which the Company may issue up to 1,500,000 shares of the Company’s common stock. The exercise price per share for options under the 2011 Plan, 2015 Plan and 2017 Plan is determined by the Company’s Board of Directors, for incentive stock options the exercise price shall not be less than the fair market value of the Company's common stock on the date of grant, except that for incentive options granted to an owner/employee with a greater than 10% ownership interest in the Company, the exercise price shall not be less than 110% of the fair market value of the Company's common stock on the date of grant. Options under the plans expire no more than ten years after the date of grant and/or within five years after the date of the grant for incentive options granted to an owner/employee with a greater than 10% ownership interest in the Company. A summary of stock option activity under the plans during the years ended December 31, 2019 and 2018 are as follows: Stock Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2018 2,379,444 $ 0.82 5.05 $ 2,569,047 Granted 295,000 $ 1.61 Forfeited / Cancelled (194,528 ) $ 0.88 Exercised (461,169 ) $ 0.85 Outstanding at December 31, 2018 2,018,747 $ 1.13 4.08 $ 2,013,516 Granted 106,000 $ 2.14 Forfeited / Cancelled (62,000 ) $ 2.04 Exercised (376,303 ) $ 0.46 Outstanding at December 31, 2019 1,686,444 $ 1.32 4.84 $ 1,416,279 Exercisable at December 31, 2019 1,501,085 $ 1.14 4.40 $ 1,411,839 Vested and expected to vest at December 31, 2019 1,680,883 $ 1.31 4.83 $ 1,416,146 The following table summarizes information about common stock options outstanding as of December 31, 2019: Stock Options Outstanding Stock Options Exercisable Plan Exercise Price Range Number of Shares Outstanding Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price 2000 $0.75 - - - - - $ — 2011 $0.46-$0.84 876,383 2.92 $ 0.65 876,383 2.92 $ 0.65 2015 $1.08-$1.95 641,061 6.42 $ 1.68 577,621 6.31 $ 1.65 2017 $2.43-$4.09 169,000 8.77 $ 3.38 47,081 8.59 $ 3.84 1,686,444 1,501,085 The following table presents details of the assumptions used to calculate the weighted-average grant date fair value of common stock options granted by the Company: For the Year Ended December 31, 2019 2018 Expected term (in years) 4.6 - 5.9 5.4 - 5.9 Expected volatility 43.7 - 44.4 % 45.9 - 47.0% Risk-free interest rate 2.30 - 2.49% 2.70 - 3.00% Weighted average grant date fair value per share $ 1.09 $ 1.61 Grant date fair value of options vested $ 706,417 $ 536,666 Intrinsic value of options exercised $ 559,237 $ 559,433 As of December 31, 2019, the amount of unearned stock-based compensation estimated to be expensed from 2019 through 2029 related to unvested common stock options is $181,751, net of estimated forfeitures. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 1.51 years. If there are any modifications or cancellations of the underlying unvested awards, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense or calculate and record additional expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional common stock options or other stock-based awards. Restricted Stock Units Restricted stock units may be granted at the discretion of the compensation committee of the Board of Directors under the 2017 Plan in connection with the hiring and retention of personnel and are subject to certain conditions. Restricted stock units generally vest quarterly over a period of three years and are typically forfeited if employment is terminated before the restricted stock unit vest. The compensation expense related to the restricted stock units is calculated as the fair value of the common stock on the grant date and is amortized to expense over the vesting period and is adjusted for estimated forfeitures. The Company’s restricted stock unit activity for the year ended December 31, 2019 and 2018 is as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2018 - $ - Granted 225,000 $ 4.13 Vested (44,165 ) $ (4.14 ) Cancelled (7,500 ) $ (4.17 ) Unvested at December 31, 2018 173,335 $ 4.13 Granted 167,500 $ 2.43 Vested (116,665 ) $ (3.86 ) Cancelled (7,500 ) $ (2.34 ) Unvested at December 31, 2019 216,670 $ 3.02 As of December 31, 2019, there was $436,552 of unrecognized compensation cost related to unvested restricted stock units which is expected to be recognized over a weighted average period of 1.51 years. Stock-based compensation expense for the years ended December 31, 2019 and 2018 was comprised of the following: For the Year Ended December 31, Stock-based compensation classified as: 2019 2018 General and administrative $ 469,714 $ 432,734 Production 70,243 20,263 Marketing and selling 59,486 37,120 Research and development 50,026 37,218 $ 649,469 $ 527,335 Warrants In connection with the Company’s initial public offering in 2018, the Company issued warrants to the underwriters to purchase 380,000 shares of common stock at an exercise price of $6.00 per share, as described above. In connection with the issuance of notes payable and related notes payable in April 2019, the Company issued warrants to debt holders’ share of common stock at an exercise price of $2.15 per share. See Note 8. The following table summarizes the Company’s warrant activity during the years ended December 31, 2019 and 2018: Number of Warrants Weighted Average Exercise Price Warrants outstanding – January 1, 2018 198,996 $ 1.11 Warrants granted 380,000 $ 6.00 Warrants exercised - $ - Warrants outstanding – December 31, 2018 578,996 $ 4.32 Warrants granted 69,766 $ 2.15 Warrants exercised (17,815 ) $ 1.40 Warrants outstanding – December 31, 2019 630,947 $ 4.16 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |
Employee Benefit Plan | NOTE 10 – EMPLOYEE BENEFIT PLAN The Company has a 401(k) retirement plan. Under the terms of the plan, eligible employees may defer up to 20% of their pre-tax earnings, subject to the Internal Revenue Service annual contribution limit. Additionally, the plan allows for discretionary matching contributions by the Company. In 2019 and 2018, the matching contributions were 100% of the employee's contribution up to a maximum of 5% of the employee’s annual compensation. During the years ended December 31, 2019 and 2018, the Company contributed $376,878 and $323,828, respectively to the 401(k) Plan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES Legal From time to time the Company is subject to various legal claims and proceedings arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of any such matters as of December 31, 2019, will not have a materially adverse effect on the consolidated financial position or results of operations of the Company. Guarantees and Indemnities The Company has made certain indemnities, under which it may be required to make payments to an indemnified party, in relation to certain transactions. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Delaware. In connection with its facility lease, the Company has indemnified its lessor for certain claims arising from the use of the facilities. Also, in connection with its Credit Agreement (Note 8), the Company has agreed to indemnify its lender and others related to the use of the proceeds and other matters. The duration of the indemnities varies, and in many cases is indefinite. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities in the accompanying consolidated balance sheets. Leases The Company leases its offices, manufacturing, and warehouse facility in San Diego County under a non-cancelable operating lease. Our corporate headquarters are in a leased space comprising approximately 24,032 square feet in Escondido, California under a lease that was renewed in August 2018 and now expires in August 2024. We also lease a 3,208 square foot facility in Salt Lake City, Utah that houses our Ion software development team. CDI is the lessee of approximately 12,000 square feet located in Irvine, California with the lease expiring in June 2021. Bressner Technology, which was acquired in October 2018, leases space comprising 8,073 square feet on a month to month basis. For the years ended December 31, 2019 and 2018, rent expense was $692,158 and $630,830, respectively. Future annual minimum rental commitments under operating leases as of December 31, 2019, are as follows: Year Ending December 31, Amount payable 2020 $ 713,471 2021 629,511 2022 548,686 2023 311,433 2024 211,734 Thereafter - Total minimum lease payments $ 2,414,835 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – RELATED PARTY TRANSACTIONS In April 2019, certain members of the Company’s Board of Directors executed definitive agreements to commit funds of up to $4,000,000 as a credit facility. The Company initially borrowed $1,150,000 from members of the Board of Directors and $350,000 from other shareholders for a two year period at an interest rate of 9.5% which requires the Company to make monthly principal and interest payment of $69,000 per month. In connection with these loans, the Company issued to these note holders warrants to purchase shares of the Company’s common stock equal to 10% of the original principal as a price per share equal to $2.15 per share. Accordingly, the Company issued to these note holders warrants to purchase 69,766 share of the Company’s common stock. The relative fair value of the warrants issued was $60,158. The Company has engaged an advertising firm whose president is a member of the Board of Directors of the Company. Amounts paid to this company are included in marketing and selling expense in the accompanying consolidated statements of operations and for the years ended December 31, 2019 and 2018, totaled $40,006 and $34,495, respectively. The Company has appointed certain stockholders to the Board of Directors. Director fees paid by the Company, including stock-based compensation, for the years ended December 31, 2019 and 2018 totaled $160,726 and $183,579, respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations. The Company has engaged a related-party law firm (a principal of that firm owns shares in the Company) to provide legal services. Legal fees paid to this firm are included in general and administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018 and totaled $37,800 and $208,178, respectively. The Company has engaged an IT network support firm whose owner is an employee of the Company. Fees paid to this firm are included in general and administrative expense in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018 totaled $2,214 and $9,841, respectively. Interest expense on all related-party notes payable for the years ended December 31, 2019 and 2018 totaled $67,197 and $16,599, respectively. Effective August 1, 2016, the Company entered into a management services agreement with a company owned by the former Chief Executive Officer of Magma. The agreement calls for payments of $180,000 per year for the first two years paid in monthly installments. In year three, the amount is reduced to $37,500 for the year paid in monthly installments. Additionally, the Company granted 30,000 options in conjunction with execution of this agreement. Payments for the year ended December 31, 2019 and 2018 were $21,875 and $120,625, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES For the years ended December 31, 2019 and 2018, pre-tax income (loss) was attributed to the following jurisdictions: 2019 2018 Domestic operations $ (947,350 ) $ (3,227,347 ) Foreign operations 284,265 257,943 $ (663,085 ) $ (2,969,404 ) The amounts reflected in the table above do not include net losses attributable to Noncontrolling interest in SkyScale. Set forth below is the provision (benefit) for income taxes for the years ended December 31: 2019 2018 Current: Federal $ - $ (20,391 ) State 19,676 1,202 International 439,662 109,998 459,338 90,809 Deferred: Federal (164,662 ) (817,523 ) State (57,424 ) (670,070 ) International - - (222,086 ) (1,487,593 ) Total provision (benefit) for income taxes $ 237,252 $ (1,396,784 ) The reconciliation of the provision (benefit) for income taxes computed at federal statutory rates to the provision (benefit) for income taxes for the years ended December 31, are as follows: 2019 2018 Provision at federal statutory rates (21% applied to earnings before income taxes) $ (200,212 ) $ (623,575 ) State income taxes, net of federal benefit 38,764 (556,019 ) Other permanent items 320,208 - Research credits (510,568 ) (210,567 ) Transaction costs - 126,212 Stock based compensation (48,499 ) (472,064 ) Amortization and impairment 550,454 - Noncontrolling interest - 115,320 Uncertain tax positions 54,452 (10,000 ) Other 32,653 233,909 $ 237,252 $ (1,396,784 ) Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred taxes as of December 31, 2019 and 2018 were as follows: 2019 2018 Deferred tax assets: Reserves $ 21,677 $ 18,877 Accrued expenses - 284,364 Deferred compensation 66,460 217,994 Stock compensation 191,855 Deferred revenue 126,428 158,196 Inventories 182,189 158,967 Credits and loss carryforward 3,794,279 3,268,535 Total deferred tax assets before valuation allowance 4,382,888 4,106,933 Less: valuation allowance (178,593 ) (183,048 ) Total deferred tax assets 4,204,295 3,923,885 Deferred tax liabilities: Property and equipment (369,004 ) (151,927 ) Intangible assets (527,447 ) (1,009,293 ) Other (288,021 ) (257,033 ) Total deferred tax liabilities (1,184,472 ) (1,418,253 ) Net deferred tax assets $ 3,019,823 $ 2,505,632 The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management believes that it is more likely than not that the Company will realize the benefits of the net deferred tax assets as of December 31, 2019 and 2018. The Company files income tax returns in the U.S. federal jurisdiction, California, Texas, Utah and Germany and has open tax statutes for U.S. federal taxes for the years ended December 31, 2016 through 2019. For California the open tax statutes are for years December 31, 2015 through 2019 and for Germany the open years include December 31, 2017 and 2018. The Company has Pre-2018 Federal net operating loss (“NOL”) carryforwards of approximately $1,450,000. The Company may use these NOL carryforwards to offset Federal taxable income in future years through 2037, when the last (Pre-2018) NOL carryforwards expire. The Company also has a Post-2018 Federal NOL carryforward as of December 31, 2019 and 2018, of $3,935,000 and $3,724,000, respectively. The Company may use these Post-2018 NOL carryforwards indefinitely to offset 80% of Federal taxable income in future years. In addition, the Company has state NOL carryforwards of $2,563,000. State NOLs will carry forward through at least 2038 and may be used to offset future state taxable income. As of December 31, 2019 and 2018, the Company has $1,430,000 and $1,256,000 of Federal tax credit carryforwards which begin to expire in 2026 and state credit carryforwards of $1,290,000 and $1,101,000 which carryforward indefinitely. As of December 31, 2019, unrecognized tax benefits associated with uncertain tax positions was $317,236, and such amount is included in other accrued expenses in the accompanying consolidated balance sheets. If recognized, this would affect the Company’s effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Unrecognized tax benefits balance at December 31, 2017 $ 203,466 Gross increases for tax positions of the current year 59,318 Unrecognized tax benefits balance at December 31, 2018 262,784 Gross increases for tax positions of the current year 54,452 Unrecognized tax benefits balance at December 31, 2019 $ 317,236 The liability for uncertain tax positions is reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations with taxing authorities, identification of new issues, and enactment of new legislation, regulations or promulgation of new case law. Management believes that adequate amounts of tax and related interest, if any, have been provided for any adjustments that may result from these examinations of uncertain tax positions. The Company does not expect the liability for uncertain tax positions to change significantly over the next year. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 14 –NET LOSS PER SHARE Basic and diluted net loss per share was calculated as follows for the years ended December 31, 2019 and 2018: For the Year Ended December 31, 2019 2018 Basic and diluted net loss per share attributable to common stockholders: Numerator: Net loss attributable to common stockholders $ (900,337 ) $ (1,136,278 ) Denominator: Weighted average common shares outstanding - basic 15,148,613 12,586,513 Effect of dilutive securities - - Weighted average common shares outstanding - diluted 15,148,613 12,586,513 Net loss per common share attributable to common stockholders: Basic $ (0.06 ) $ (0.09 ) Diluted $ (0.06 ) $ (0.09 ) |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | NOTE 15 – SEGMENT AND GEOGRAPHIC INFORMATION The Company operates in three reportable segments: the design and manufacture of high-performance customized computers and flash arrays, in-flight entertainment & connectivity and value-added reseller with minimal customization. The Company evaluates financial performance on a company-wide basis. Segment detail for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 OSS CDI Bressner Total OSS CDI Bressner Total Revenues $ 37,518,074 $ 2,537,334 $ 18,252,611 $ 58,308,019 $ 32,516,105 $ 755,259 $ 3,756,018 $ 37,027,382 Cost of revenues (22,799,121 ) (1,963,691 ) (14,142,944 ) (38,905,756 ) (22,148,191 ) (748,230 ) (2,796,237 ) (25,692,658 ) Gross profit 14,718,953 573,643 4,109,667 19,402,263 10,367,914 7,029 959,781 11,334,724 Gross profit % 39.2% 22.6% 22.5% 33.3% 31.9% 0.9% 25.6% 30.6% Total operating expenses (13,062,251 ) (3,329,176 ) (3,789,855 ) (20,181,282 ) (13,455,931 ) (324,012 ) (730,370 ) (14,510,313 ) Income (loss) from operations $ 1,656,702 $ (2,755,533 ) $ 319,812 $ (779,019 ) $ (3,088,017 ) $ (316,983 ) $ 229,411 $ (3,175,589 ) Revenue from customers with non-U.S. billing addresses represented approximately 62% and 57% of the Company’s revenue for the year ended December 31, 2019 and 2018, respectively. As of December 31, 2019, substantially all the Company’s long-lived assets were located in the United States of America, with the exception of assets of $248,247 located in Germany. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 – SUBSEQUENT EVENTS On February 10, 2020, Messrs. Ison and Morrison, each received restricted stock unit (RSU’s) grants of 15,000 of shares of our common stock. The RSU’s vest over three years, with equal semi-annual installments over a period of three years, subject to continued employment with the Company on each vesting date. On February 15, 2020, Steve Cooper was terminated from his officer positions with the Company and exercised 611,250 options or RSU’s on a net exercise after tax basis which resulted in the issuance of 203,669 shares of common stock. Mr. Cooper remains on the board of directors. On March 6, 2020, Mr. Cooper executed a waiver and release of the Company as a condition to receiving certain severance benefits as provided in his employment agreement. In connection therewith, 3,750 shares of common stock underlying an option to purchase common stock accelerated and became fully vested and exercisable and 20,000 shares of common stock underlying restricted stock units accelerated and became fully vested and exercisable. In March 2020, the Company signed a term sheet with a lender for a $5.0 million non-interest bearing convertible note with a 10% original issue discount. The first tranche of $3.0 million is available upon closing with $2.0 million available seven months from the date of closing at the option of the Company. The note is repayable in twenty-two installments beginning three month after closing. The Company has evaluated subsequent events after the consolidated balance sheet date of December 31, 2019 through the date of filing. Based upon the Company’s evaluation, management has determined that, other than as disclosed in the accompanying notes, no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern Considerations | Going Concern Considerations and Management’s Plans Given our recent operating losses, the Company’s primary sources of liquidity have been provided by (i) the Company’s February 2018 initial public offering (net proceeds were approximately $16,100,000), (ii) March 2019 notes payable from members of the Board of Directors and others of $1,500,000, and (iii) the June 2019 sale of 1,554,832 shares of the Company’s common stock for net cash proceeds of $2,488,148. As of December 31, 2019, the Company’s cash and cash equivalents were approximately $5,200,000 and working capital approximated $14,000,000. Cash and cash equivalents held by Bressner totaled $745,000 (USD) at December 31, 2019, and Bressner’s debt covenants do not permit the use of those funds by its parent company. During the year ended December 31, 2019, the Company experienced an operating loss of $779,000, but cash flows provided by operating activities approximated $2,400,000. The Company’s revenue growth, inclusive of two acquisitions made in 2018, has resulted in growth of the Company as a whole, but has been offset by increased spending in all areas of operating expenses: general and administrative, marketing and selling, and research and development. Further, in late 2019, a novel strain of coronavirus was first detected in Wuhan, China. Following the outbreak of this virus, governments throughout the world, including in the United States of America, have quarantined certain affected regions, restricted travel and imposed significant limitations on other economic activities. The Company’s operations team is closely monitoring the potential impact to the Company’s business, including its cash flows, supply chains, customers and employees. Though management has successfully managed through the current known impacts, if the situation further deteriorates or the outbreak results in further restriction on both supply and demand factors, our cash flows, financial position and operating results for fiscal year 2020 and beyond will be negatively impacted. Neither the length of time nor the magnitude of the negative impacts can be presently determined. Management’s plans with respect to the above is to continue its efforts to restructure the Company with the primary objectives of reducing costs, conserving cash, strengthening margins, and improving company-wide execution. Specific actions already implemented by management include the deferral of certain executive and Board compensation payments, a freeze on hiring and minimizing overtime, travel and entertainment, and contractor costs. In addition, management continues to review its expenses on a line item-by-line item basis for cost reduction opportunities, as well as opportunities to increase efficiencies through automation. While management expects these actions to result in prospective cost reductions, management is also commited to securing debt and/or equity financing to ensure that liquidity will be sufficient to meet the Company’s cash requirements through at least a period of the next twelve months. Management believes potential sources of liquidity include at least the following: ▪ In March 2019, the Company received funding commitments in the amount of $4,000,000 from members of the Board of Directors, of which $1,500,000 has been drawn through December 31, 2019. As of March 26, 2020, management expects that $750,000 of such commitments are currently available to the Company. ▪ In March 2020, the Company signed a term sheet with Ayrton Capital LLC for a $5.0 million non-interest bearing convertible note with a 10% original issue discount. The first tranche of $3.0 million is available upon closing with $2.0 million available seven months from the date of closing at the option of the Company. The note is repayable in twenty-two installments beginning three months after closing. While this transaction has not been completed as of March 26, 2020, management expects that the transaction will close prior to April 15, 2020. ▪ In May 2019, the Company filed a Form S-3 prospectus with the Securities and Exchange Commission which became effective on June 19, 2019, and allows the Company to offer up to $100,000,000 aggregate dollar amount of shares of its common stock or other financial instruments. As a result of management’s cost reduction plans, the Company’s potential sources of liquidity and management’s most recent cash flow forecasts, management believes that the Company has sufficient liquidity to satisfy its anticipated cash requirements for at least the next twelve months. However, there can be no assurance that management’s cost reduction efforts will be effective, the forecasted cash flows will be achieved, or that external sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to the Company, or at all. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of OSS, which include the results from the Magma acquisition, Ion business combination, and acquisition of Concept Development Inc., since their respective dates of acquisition, its wholly-owned subsidiary, OSS GmbH, which includes the acquisition of Bressner Technology GmbH on October 31, 2018 and the accounts of the joint venture, SkyScale LLC (collectively referred to as the “Company”). Intercompany balances and transactions have been eliminated in consolidation. On April 6, 2017, the Company and Jacoma Investments, LLC, an entity owned by our board member Jack Harrison, formed a joint venture, SkyScale, LLC (“SkyScale”), to engage in the business of providing high performance computing capabilities as cloud services. In accordance with the terms of the contribution agreement, Jacoma Investments, LLC agreed to contribute $750,000 in capital and the Company agreed to contribute $750,000 in the form of credits to purchase equipment, personnel or support services from the Company. Each party received a 50% membership interest in the joint venture. Management determined that SkyScale is a variable interest entity primarily because it is thinly capitalized and may require additional capital to finance its activities. Management determined that the Company is the primary beneficiary of SkyScale based primarily on the related party nature of SkyScale’s decision-makers and daily business operators. In May 2018, the Company loaned SkyScale $300,000 for operations at an interest rate of 12%, per annum. On August 30, 2018, an additional one-year working capital loan of $300,000 was authorized on similar terms of which SkyScale utilized $150,000. On December 31, 2018, as a result of changes in the competitive landscape and downward pressure on pricing from large competitors, the members to the SkyScale joint venture agreement agreed to dissolve SkyScale. As a result, it became necessary for the Company to write-off the outstanding balances due from SkyScale of notes receivable and interest in the amount of $478,599. The Company also had unpaid invoices for services rendered to SkyScale in the amount of $169,812. These amounts have been charged to administrative expenses and are included in the accompanying consolidated financial statements as an operating expense. As partial consideration for unpaid balances, SkyScale transferred computer equipment to the Company at an estimated market value of $160,000. The Company also received allocated income from disposition of SkyScale assets and liabilities of $71,502. Additionally, reserves for future estimated expenses to be incurred in the process of closing SkyScale were recorded in the amount of $288,400. As a result of the above, total charges related to the dissolution of SkyScale were $705,309 during the year ended December 31, 2018. During 2019, expenses of $70,068 were incurred from the reserve and $208,332 was taken into other income in the accompanying consolidated statement of operations. The assets and liabilities of SkyScale are as follows: December 31, December 31, 2019 2018 Cash and cash equivalents $ - $ 47,663 Receivables - - Other assets - - Fixed assets - - Total assets $ - $ 47,663 Accounts payable - $ 46,663 Accrued expenses - - Notes payable - - Total liabilities - 46,663 Members' equity - 1,000 Total liabilities and members' equity $ - $ 47,663 Operating results for SkyScale are as follows: For the Year Ended December 31, 2019 2018 Net revenue $ - $ 158,514 Cost of revenue - (675,058 ) Gross margin - (516,544 ) Operating expenses: General and administrative - 358,725 Marketing and selling - 132,004 Total operating expenses - 490,729 Loss from operations - (1,007,273 ) Other (expense) income - 134,590 Net loss $ - $ (872,683 ) The non-controlling interest attributable to SkyScale is shown as a component of equity on the consolidated balance sheets and the share of the loss attributable to the non-controlling interest is shown as a component of income (loss) in the accompanying consolidated statements of operations. Management determined that the dissolution of SkyScale did not represent a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, it has not been reported as discontinued operations. |
Use of Estimates | Use of Estimates The preparation of consolidated 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, liabilities, revenues and expenses, and disclosures of contingent assets, liabilities, and expenses at the date of the consolidated financial statements during the reporting period. Significant estimates made by management include, among others, the fair value of acquired net assets of CDI in August 2018 with reevaluation in April 2019, and Bressner Technology GmbH in October 2018, dissolution expenses for SkyScale, the allowance for doubtful accounts, fair value of stock options, recoverability of inventories and long-lived assets, and realizability of deferred tax assets. Actual results could differ from those estimates. |
Concentration Risks | Concentration Risks At times, deposits held with financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation (“SIPC”), of which both provide basic deposit coverage with limits up to $250,000 per owner. As of December 31, 2019, the Company had $3,514,529 in excess of the insurance limits. The Company has not experienced any such losses in these accounts. In Germany, the deposit insurance is €100,000 per bank, per customer. Bressner has funds on deposit in both Euro and U.S. dollar denominations of €508,316 (US$570,686), with banks in excess of the insurance limits. In the years ended December 31, 2019 and December 31, 2018, approximately 41%, and 53% of net sales represent customers which are each greater than 10% of our consolidated annual revenue. This concentration is with two customers, disguise and Raytheon. As of December 31, 2019 and 2018 approximately 72% and 60%, respectively of net trade accounts receivables represent customer balances which are each greater than 10% of our consolidated trade accounts receivable balance. As a result of the recent worldwide economic impact attributable to the coronavirus, disguise has been experiencing a slowdown in its business as the entertainment and media markets have been required to scale back or cancel large group gatherings. As a result, we have experienced delays in receipt of scheduled payments and requests for extended payment terms. As of March 26, 2020, the Company has approximately $5.8 million in outstanding receivables from disguise and management is working closely with this customer to ensure collection of all amounts owed. Management of disguise has asserted that it expects their primary markets to recover by the end of the second quarter of 2020, as areas of the world recover from the virus and business returns to normalcy. The Company made purchases from certain suppliers for which each represented greater than 10% of the Company’s vendor purchases on an annual basis. Collectively these vendors represented approximately 11% and 37% of purchases for the years ended December 31, 2019, and 2018, respectively. This concentration is with one and three suppliers, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit and money market accounts. The Company considers all highly liquid temporary cash investments with an initial maturity of three months or less when acquired to be cash equivalents. Management believes that the carrying amounts of cash equivalents approximate their fair value because of the short maturity period. |
Accounts Receivable | Accounts Receivable Accounts receivable are presented at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the trade accounts receivable and unbilled receivables. Unbilled receivables include cost and gross profit earned in excess of billings. The allowance for doubtful accounts is an estimate to cover the losses resulting from the inability of customers to make payments on their outstanding balances and unbilled receivables. In estimating the required allowance, management considers the overall quality and aging of the accounts receivable, specific customer circumstances, current economic trends, and historical experience with collections. At December 31, 2019 and 2018, the allowance for doubtful accounts is $14,000 and $13,403, respectively. Revenues earned in excess of related billings are recorded as an asset on the consolidated balance sheet as unbilled receivables. Unbilled receivables as of December 31, 2019 and 2018 were $25,432 and $65,157, respectively. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. The Company uses the average cost method for purposes of determining cost, which approximates the first-in, first-out method. The Company establishes reserves on its inventories to write-down the carrying value of its estimated obsolete or excess inventories to estimated net realizable value based upon observations of historical usage and assumptions about future demand and market conditions. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Inventory reserves are not typically reversed until the specific inventories are sold or otherwise disposed. |
Property and Equipment | Property and Equipment Property and equipment, other than leasehold improvements, are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally from two to seven years. Leasehold improvements are recorded at cost and are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related asset. Tooling and test equipment includes capitalized labor costs associated with the development of the related tooling and test equipment. Costs incurred for maintenance and repairs are expensed as incurred, and expenditures for major replacements and improvements are capitalized. Upon retirement or sale, the cost and related accumulated depreciation and amortization of disposed assets are removed from the accounts and any resulting gain or loss is included in other expense, net. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually or when we deem that a triggering event has occurred. The Company reviews goodwill for impairment annually on December 31 st In April 2019, the Company performed an interim impairment test of goodwill, as a result of a short-fall in the actual overall financial performance of CDI as compared to plan, a recurring need for working capital, and a decrease in the Company’s stock price. As a result of this interim evaluation, the Company recorded an impairment loss to goodwill of $1,697,394, which was charged to operating expenses in the current period. |
Intangible Assets and Long-lived Assets | Intangible Assets and Long-lived Assets We evaluate our intangible and long-lived assets for impairment annually when events or circumstances arise that indicate our intangible and long-lived assets may be impaired. Indicators of impairment include, but are not limited to, a significant deterioration in overall economic conditions, a decline in our market capitalization, the loss of significant business, significant decreases in funding for our contracts, or other significant adverse changes in industry or market conditions. The Company completed its qualitative assessment for impairment in December 2019 and determined that there was no impairment as of December 31, 2019. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue, which could result in an impairment of intangible and long-lived assets in the future. |
Fair Value Measurements | Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: • Level 1, defined as quoted market prices in active markets for identical assets or liabilities; • Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3, defined as unobservable inputs that are not corroborated by market data. The carrying value of financial instruments including cash and cash equivalents accounts receivable and accounts payable and accrued expenses, lines of credit, and other liabilities approximate fair value due to the short-term nature of these instruments. Assets and liabilities assumed in the acquisition of the Ion software, Concept Development Inc., and Bressner Technology GmbH were recorded at fair value based upon the Company’s market assumptions which approximated carrying value (except for acquired intangible assets – Note 3) due to the short-term nature of the instruments. The carrying amounts of the Company’s notes payable and Bressner’s existing lines of credit and notes payable approximate their fair values at the stated interest rates and are reflective of the prevailing market rates. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted the new accounting standard update ASC 606, Revenue from Contracts with Customers, which superseded nearly all existing revenue recognition guidance under GAAP, to all contracts using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company’s performance obligations are satisfied over time as work is performed or at a point in time. The majority of the Company’s revenue is recognized at a point in time when products ship and control is transferred to the customer. The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied. The Company’s contracts are executed through a combination of written agreements along with purchase orders with all customers including certain general terms and conditions. Generally, purchase orders entail products, quantities and prices, which define the performance obligations of each party and are approved and accepted by the Company. The Company’s contracts with customers do not include extended payment terms. Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from invoice. Additionally, taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer and deposited with the relevant government authority, are excluded from revenue. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. Variable consideration may include discounts, rights of return, refunds, and other similar obligations. The Company allocates the transaction price to each distinct product and service based on its relative standalone selling price. The standalone selling price for products primarily involves the cost to produce the deliverable plus the anticipated margin and for services is estimated based on the Company’s approved list price. In the normal course of business, the Company does not accept product returns unless the items are defective as manufactured. The Company establishes provisions for estimated returns and warranties. In addition, the Company does not typically provide customers with the right to a refund and does not transact for noncash consideration. Customer agreements include one vendor managed inventory program. The Company recognizes revenue under this arrangement when all of the following criteria are met: (i) the goods have been identified separately as belonging to the customer; (ii) the goods are ready for physical shipment to the customer; (iii) the Company does not have the ability to direct the goods to another customer; and (iv) the arrangement was requested by the customer and that the customer has sufficiently explained a substantial business purpose for the arrangement. Management also considers whether the customer's custodial risks are insured and whether modifications to the Company's normal billing and credit terms were required. The Company recorded revenue from product sales that are held in vendor managed inventory under these agreements of $10,075,756 and $9,960,469 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, $459,893 and $1,662,293, respectively, of product sold through those dates were held by the Company in the vendor management program. Revenues on certain fixed-price contracts where we provide engineering services, prototypes and completed products are recognized based upon percentage of completion or based upon milestones delivered that are provided during the period and compared to milestone goals to be provided over the entire contract. These services require that we perform significant, extensive and complex design, development, modification or implementation of our customers’ systems. Performance will often extend over long periods of time, and our right to receive future payment depends on our future performance in accordance with the agreement. The percentage-of-completion methodology involves recognizing probable and reasonably estimable revenue using the percentage of services completed, on a current cumulative cost to estimated total cost basis, using a reasonably consistent profit margin over the performance period. Due to the long-term nature of these projects, developing the estimates of costs often requires significant judgment. Factors that must be considered in estimating the progress of work completed and ultimate cost of the projects include, but are not limited to, the availability of labor and labor productivity, the nature and complexity of the work to be performed and the impact of delayed performance. If changes occur in delivery, productivity or other factors used in developing the estimates of costs or revenues, we revise our cost and revenue estimates, which may result in increases or decreases in revenues and costs, and such revisions are reflected in earnings in the period in which the revision becomes known. During the years ended December 31, 2019 and 2018, revenue recognized on a fixed price contractual basis was $139,351 and $158,875, respectively. The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation. On certain contracts with several of the Company’s significant customers, the Company receives payments in advance of manufacturing. Advanced payments are recorded as deferred revenue until the revenue recognition criteria described above has been met. Related billings that are in excess of revenue earned are deferred and recorded as a liability on the consolidated balance sheet until the related services are provided. Deferred revenue was $24,718 and $133,995 as of December 31, 2019 and 2018, respectively. The Company recognizes revenues for non-refundable, upfront implementation fees on a straight-line basis over the period beginning with initiation of ongoing services through the end of the contract term. Remaining performance obligations represent the amount of revenue from fixed-fee contracts. As of December 31, 2019, approximately $317,718 of revenue from fixed-fee contracts is expected to be recognized from these remaining performance obligations. We expect to fully recognize revenue on these remaining performance obligations over the next 24 months. We elected to utilize the practical expedient exemption to exclude from this disclosure the amount of revenue from contracts which are not fixed-fee and where we do not have the right to invoice until the services have been performed. The Company’s operating segment revenues disaggregated by primary geographic market, which is determined based on a customer’s geographic location, for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Entity: Domestic International Total Domestic International Total Customized computers and flash arrays $ 19,436,784 $ 18,081,290 $ 37,518,074 $ 15,193,890 $ 17,322,215 $ 32,516,105 In-flight entertainment & connectivity 2,030,596 506,738 2,537,334 541,191 214,068 755,259 Value-added reseller with minimal customization 473,489 17,779,122 18,252,611 24,177 3,731,841 3,756,018 $ 21,940,869 $ 36,367,150 $ 58,308,019 $ 15,759,258 $ 21,268,124 $ 37,027,382 |
Warranty Reserve | Warranty Reserve The Company offers product warranties that extend for one year from the date of sale. Such warranties are considered assurance-type warranties and therefore, they would not be deemed to be a separate performance obligation under ASC 606. Such warranties require the Company to repair or replace defective product returned to the Company during the warranty period at no cost to the customer. The Company records an estimate for warranty‑related costs at the time of sale based on its historical and estimated future product return rates and expected repair or replacement costs (Note 7). While such costs have historically been within management’s expectations and the provisions established, unexpected changes in failure rates could have a material adverse impact on the Company, requiring additional warranty reserves and could adversely affect the Company’s gross profit and gross margins. The Company offers customers extended warranties beyond the standard one-year warranty on the product. The extended warranties are considered service-type warranties and would be considered as a separate performance obligation under ASC 606. The Company is the primary obligor and, revenue is recognized on a gross basis ratably over the term of the extended warranty. The customer can purchase extended warranties from one to five years, in the bronze, silver or gold categories. This entails hardware repair or replacement, shipping methods on how the warranties will be returned / delivered, response times and hours of operations to receive support. The amount of warranties sold for years ended December 31, 2019 and 2018 were $377,768 and $401,850, respectively.z The revenue that was recognized for the warranties sold for the years ended December 31, 2019 and 2018, were $392,532 and $200,611, respectively. The Company does have recourse with some of its suppliers that offer more than a one-year guarantee on parts, but this is not standard. The few that offer greater than a year warranty, the Company may be able to cover the cost of the part from the manufacturer for the failed part. The amounts of these costs vary in a wide range, but are not material, due to the infrequency of failure. As of December 31, 2019 and 2018, deferred revenue totaled $394,571 and $409,334, respectively. The Company expects to recognize $394,571 of unearned revenue amounts from 2020 through 2024. |
Shipping and Handling Costs | Shipping and Handling Costs The Company's shipping and handling costs are included in cost of goods sold for all periods presented. |
Foreign Currency | Foreign Currency We operate primarily in the United States. Foreign sales of products and services are primarily denominated in U.S. dollars. We also conduct business outside the United States through our foreign subsidiary in Germany, where business is largely transacted in non-U.S. dollar currencies particularly the Euro, which is subject to fluctuations due to changes in foreign currency exchange rates. Accordingly, we are subject to exposure from changes in the exchange rates of local currencies. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations OSS GmbH operates as an extension of OSS’s domestic operations. The functional currency of OSS GmbH is the Euro. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the average exchange rate in effect during the period. At the end of each reporting period, monetary assets and liabilities are remeasured using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Consequently, changes in the exchange rates of the currencies may impact the translation of the foreign subsidiaries’ statements of operations into U.S. dollars, which may in turn affect our consolidated statement of operations. |
Derivative Financial Instruments | Derivative Financial Instruments We employ derivatives to manage certain currency market risks through the use of foreign exchange forward contracts. We do not use derivatives for trading or speculative purposes. Our derivatives are designated as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). We hedge a portion of the exchange risk involved in anticipation of highly probable foreign currency-denominated transactions. In anticipation of these transactions, we enter into foreign exchange contracts to provide currency at a fixed rate. As of December 31, 2019, Bressner had one foreign exchange contract outstanding. There were no foreign exchange contracts outstanding as of December 31, 2018. Unrealized gains on derivatives designated as cash flow hedges are recorded at fair value as assets, and unrealized losses on derivatives designated as cash flow hedges are recorded at fair value as liabilities. For derivative instruments designated as cash flow hedges, the effective portion is reported as a component of accumulated OCI until reclassified into interest expense in the same period the hedged transaction affects earnings. The gain or loss on the ineffective portion is recognized as “Other income (expense) – net” in the consolidated statements of operations in each period. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee and director share-based compensation in accordance with the provisions of ASC Topic 718 “Compensation – Stock Compensation” All transactions in which goods or services are the consideration received for the issuance of equity instruments to non-employees are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the estimated fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur. Employee and director stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period. Given that stock-based compensation expense recognized in the accompanying consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company’s estimated average forfeiture rates are based on historical forfeiture experience and estimated future forfeitures. Compensation cost for stock awards, which include restricted stock units (“RSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures, over the related service period. The fair value of stock awards is based on the quoted price of our common stock on the grant date. The estimated fair value of common stock option awards is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires subjective assumptions regarding future stock price volatility and expected time to exercise, along with assumptions about the risk-free interest rate and expected dividends, all of which affect the estimated fair values of the Company’s common stock option awards. Given a lack of historical stock option exercises, the expected term of options granted is calculated as the average of the weighted vesting period and the contractual expiration date of the option. This calculation is based on a method permitted by the Securities and Exchange Commission in instances where the vesting and exercise terms of options granted meet certain conditions and where limited historical exercise data is available. The expected volatility is based on the historical volatility of the common stock of comparable public companies that operate in similar industries as the Company. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected term of the grant effective as of the date of the grant. The expected dividend assumption is based on the Company’s history and management’s expectation regarding dividend payouts. Compensation expense for common stock option awards with graded vesting schedules is recognized on a straight-line basis over the requisite service period for the last separately vesting portion of the award, provided that the accumulated cost recognized as of any date at least equals the value of the vested portion of the award. If there are any modifications or cancellations of the underlying vested or unvested stock-based awards, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense, or record additional expense for vested stock-based awards. Future stock-based compensation expense and unearned stock- based compensation may increase to the extent that the Company grants additional common stock options or other stock-based awards. |
Business Combinations | Business Combinations We utilize the acquisition method of accounting for business combinations and allocate the purchase price of an acquisition to the various tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. We primarily establish fair value using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors and income tax rates. Other estimates include: • Estimated step-ups or write-downs for fixed assets and inventory; • Estimated fair values of intangible assets; and • Estimated income tax assets and liabilities assumed from the target. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business acquisition date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchase price allocation period, which is generally one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the purchase price allocation period any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined. Should we issue shares of our common stock in an acquisition, we will be required to estimate the fair value of the shares issued. See Note 3. |
Debt Discounts | Debt Discounts Debt discounts, which originate from the relative fair value of warrants issued in connection with notes payable and related-party notes payable, are recorded against the noted payable and related-party notes payable in the accompanying consolidated balance sheets. Amortization of the debt discounts are calculated using the straight-line method over the term of the applicable notes which approximates the effective interest method and are recorded in interest expense in the accompanying consolidated statements of operations. Amortization of debt discounts of $21,303 and $24,830 was recognized as interest expense for the years ended December 31, 2019 and 2018, respectively. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and included in marketing and selling expense in the accompanying consolidated statements of operations. Advertising costs for the years ended December 31, 2019 and 2018 were $352,080 and $100,520, respectively. |
Research and Development Expense | Research and Development Expenses Research and development expenditures are expensed in the period incurred. Research and development expenses primarily consist of salaries, benefits and stock-based compensation, as well as consulting expenses and allocated facilities and other overhead costs. Research and development activities include the development of new technologies, features and functionality in support of the Company’s products and customer needs. |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Under ASC Topic 740, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC Topic 740 provides requirements for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018. Also, the Company has elected to treat the tax effect of Global Intangible Low Tax Income (“GILTI”) as a current-period expense when occurred. The Company does not foresee material changes to its gross liability of uncertain tax positions within the next twelve months. |
Interest Expense | Interest Expense Interest expense consists primarily of interest associated with the Company’s issued debt including the amortization of debt discounts. The Company recognizes the amortization of debt discounts and the amortization of interest costs using a straight-line method which approximates the effective interest method. |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted-average common shares outstanding during the period. Diluted net (loss) income per share is calculated by dividing the net (loss) income by the weighted-average shares and dilutive potential common shares outstanding during the period. Dilutive potential shares consist of dilutive shares issuable and the exercise or vesting of outstanding stock options and warrants, respectively, computed using the treasury stock method. During a period where a net loss is incurred, dilutive potential shares are excluded from the computation of dilutive net loss per share, as inclusion is anti-dilutive. On February 1, 2018, in connection with the Company’s initial public offering, the Company’s outstanding Series A, Series B, and Series C, Preferred Stock was automatically converted to common stock, par value $0.0001. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business December 31, 2019 In September 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting |
Recently Implemented Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Tables) - SkyScale, LLC | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Assets and Liabilities | The assets and liabilities of SkyScale are as follows: December 31, December 31, 2019 2018 Cash and cash equivalents $ - $ 47,663 Receivables - - Other assets - - Fixed assets - - Total assets $ - $ 47,663 Accounts payable - $ 46,663 Accrued expenses - - Notes payable - - Total liabilities - 46,663 Members' equity - 1,000 Total liabilities and members' equity $ - $ 47,663 |
Schedule of Operating Results | Operating results for SkyScale are as follows: For the Year Ended December 31, 2019 2018 Net revenue $ - $ 158,514 Cost of revenue - (675,058 ) Gross margin - (516,544 ) Operating expenses: General and administrative - 358,725 Marketing and selling - 132,004 Total operating expenses - 490,729 Loss from operations - (1,007,273 ) Other (expense) income - 134,590 Net loss $ - $ (872,683 ) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Operating Segment Revenues Disaggregated by Primary Geographic Market Based on Customer's Geographic Location | The Company’s operating segment revenues disaggregated by primary geographic market, which is determined based on a customer’s geographic location, for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Entity: Domestic International Total Domestic International Total Customized computers and flash arrays $ 19,436,784 $ 18,081,290 $ 37,518,074 $ 15,193,890 $ 17,322,215 $ 32,516,105 In-flight entertainment & connectivity 2,030,596 506,738 2,537,334 541,191 214,068 755,259 Value-added reseller with minimal customization 473,489 17,779,122 18,252,611 24,177 3,731,841 3,756,018 $ 21,940,869 $ 36,367,150 $ 58,308,019 $ 15,759,258 $ 21,268,124 $ 37,027,382 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Change in Identified Intangible Assets | The change in identified intangible assets is as follows Preliminary Valuation Revised Valuation Change Customer lists and relationships $ 1,470,000 $ 470,000 $ (1,000,000 ) Trade name 100,000 90,000 (10,000 ) Non-compete 200,000 15,000 (185,000 ) $ 1,770,000 $ 575,000 $ (1,195,000 ) |
Schedule of Definite Lived Intangible Assets | Definite lived intangible assets related to acquisitions, after the revaluation of CDI intangible assets, are as follows as of December 31, 2019: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 22 to 44 months $ 2,084,515 $ (1,109,681 ) $ 974,834 Drawings and Technology 36 months 0 months 760,207 (760,207 ) - Trade name, Trademarks & other 24 to 36 months 8 to 22 months 447,274 (217,570 ) 229,704 Non-compete 36 months 22 months 246,797 (105,143 ) 141,654 $ 3,538,793 $ (2,192,601 ) $ 1,346,192 Definite lived intangible assets related to acquisitions are as follows as of December 31, 2018: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 7 to 56 months $ 3,084,515 $ (492,269 ) $ 2,592,246 Drawings and Technology 36 months 7 months 760,207 (622,949 ) $ 137,258 Trade name, Trademarks & other 24 to 36 months 7 to 34 months 457,274 (58,218 ) 399,056 Non-compete 36 months 32 to 34 months 431,797 (35,100 ) 396,697 $ 4,733,793 $ (1,208,536 ) $ 3,525,257 |
Schedule of Amortization Expense of Definite Lived Intangible Assets | The amortization expense of the definite lived intangible assets for the years remaining is as follows: 2020 2021 2022 2023 Total $ 683,935 $ 556,872 $ 63,231 $ 42,154 $ 1,346,192 |
CDI | |
Summary of Final Allocation of Total Consideration to the Acquired Net Assets | The final allocation of the total consideration to the acquired net assets as of the acquisition date for CDI is as follows: Cash $ 139,634 Accounts receivable 489,267 Prepaid expenses 45,683 Inventories 205,635 Property and equipment 45,026 Deposits and other 12,526 Customer lists and relationships 470,000 Trade name 90,000 Non-compete 15,000 Accounts payable (91,997 ) Accrued expenses (99,711 ) Deferred revenue (95,610 ) Deferred income taxes (258,301 ) Other accrued liabilities (50,985 ) Working capital loan (370,096 ) Total fair value excluding goodwill 546,071 Goodwill 4,295,361 Total consideration $ 4,841,432 |
Schedule of Unaudited Consolidated Pro Forma Information | The following unaudited consolidated pro forma information presents the results of revenue and operations for the years ended December 31, 2019 and 2018 as if these two acquisitions occurred on January 1, 2018. For the Year Ended December 31, 2019 2018 Revenue $ 58,308,019 $ 53,352,821 Net loss $ (900,337 ) $ (466,675 ) Acquisition-related pro forma net loss per share attributable to common stockholders Basic $ (0.06 ) $ (0.04 ) Diluted $ (0.06 ) $ (0.04 ) |
Bressner Technology | |
Summary of Final Allocation of Total Consideration to the Acquired Net Assets | The final allocation of the total consideration to the acquired net assets as of the acquisition date for Bressner Technology GmbH is as follows: Cash $ 560,932 Accounts receivable 2,238,881 Inventory 3,721,685 Prepaid expenses and deposits 124,491 Fixed assets 346,637 Customer relationships 1,215,798 Trade name 329,515 Non-compete - Josef Bressner 231,797 Accounts payable and accrued expenses (2,076,450 ) Notes payable (2,536,148 ) Deferred tax liability (43,499 ) Total fair value excluding goodwill 4,113,639 Goodwill 1,489,722 Total allocated purchase price $ 5,603,361 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable Net Current [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following at December 31, December 31, December 31, 2019 2018 Accounts receivable $ 11,655,725 $ 10,488,396 Unbilled receivables 25,432 65,157 11,681,157 10,553,553 Less: allowance for doubtful accounts (14,000 ) (13,403 ) $ 11,667,157 $ 10,540,150 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net | Inventories, net consist of the following at December 31: December 31, December 31, 2019 2018 Raw materials $ 2,478,882 $ 2,248,520 Sub-assemblies 1,857,004 1,198,071 Work-in-process 493,276 311,072 Finished goods 3,087,529 3,466,419 7,916,691 7,224,082 Less: reserves for obsolete and slow-moving inventories (547,335 ) (400,152 ) $ 7,369,356 $ 6,823,930 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consists of the following at December 31: December 31, December 31, 2019 2018 Computers and computer equipment $ 633,546 $ 609,921 Furniture and office equipment 340,801 211,759 Manufacturing equipment and engineering tools 2,501,020 2,211,080 Software implementation 1,709,125 - Leasehold improvements 892,097 163,373 6,076,589 3,196,133 Less: accumulated depreciation and amortization (2,508,025 ) (1,880,167 ) 3,568,564 1,315,966 Construction in progress - facilities - 197,619 Software implementation in progress - ERP - 245,501 $ 3,568,564 $ 1,759,086 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following at December 31: |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Total Future Payments under Notes Payable and Related Party Notes Payable | Total future payments under the notes payable and related notes payable described above are as follows: Period Ending December 31, Related Parties Third Parties Foreign Total Discount 2020 $ 584,501 $ 177,866 $ 1,206,904 $ 1,969,271 $ (30,079 ) 2021 206,669 63,188 88,160 358,017 (8,773 ) Total minimum payments 791,170 241,054 1,295,064 2,327,288 (38,852 ) Current portion of notes payable (584,501 ) (177,866 ) (1,206,904 ) (1,969,271 ) 30,079 Notes payable, net of current portion $ 206,669 $ 63,188 $ 88,160 $ 358,017 $ (8,773 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under the plans during the years ended December 31, 2019 and 2018 are as follows: Stock Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2018 2,379,444 $ 0.82 5.05 $ 2,569,047 Granted 295,000 $ 1.61 Forfeited / Cancelled (194,528 ) $ 0.88 Exercised (461,169 ) $ 0.85 Outstanding at December 31, 2018 2,018,747 $ 1.13 4.08 $ 2,013,516 Granted 106,000 $ 2.14 Forfeited / Cancelled (62,000 ) $ 2.04 Exercised (376,303 ) $ 0.46 Outstanding at December 31, 2019 1,686,444 $ 1.32 4.84 $ 1,416,279 Exercisable at December 31, 2019 1,501,085 $ 1.14 4.40 $ 1,411,839 Vested and expected to vest at December 31, 2019 1,680,883 $ 1.31 4.83 $ 1,416,146 |
Summary of Common Stock Options Outstanding | The following table summarizes information about common stock options outstanding as of December 31, 2019: Stock Options Outstanding Stock Options Exercisable Plan Exercise Price Range Number of Shares Outstanding Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price 2000 $0.75 - - - - - $ — 2011 $0.46-$0.84 876,383 2.92 $ 0.65 876,383 2.92 $ 0.65 2015 $1.08-$1.95 641,061 6.42 $ 1.68 577,621 6.31 $ 1.65 2017 $2.43-$4.09 169,000 8.77 $ 3.38 47,081 8.59 $ 3.84 1,686,444 1,501,085 |
Schedule of Assumption to Calculate Weighted Average Grant Date Fair Value of Options Grant | The following table presents details of the assumptions used to calculate the weighted-average grant date fair value of common stock options granted by the Company: For the Year Ended December 31, 2019 2018 Expected term (in years) 4.6 - 5.9 5.4 - 5.9 Expected volatility 43.7 - 44.4 % 45.9 - 47.0% Risk-free interest rate 2.30 - 2.49% 2.70 - 3.00% Weighted average grant date fair value per share $ 1.09 $ 1.61 Grant date fair value of options vested $ 706,417 $ 536,666 Intrinsic value of options exercised $ 559,237 $ 559,433 |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the year ended December 31, 2019 and 2018 is as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2018 - $ - Granted 225,000 $ 4.13 Vested (44,165 ) $ (4.14 ) Cancelled (7,500 ) $ (4.17 ) Unvested at December 31, 2018 173,335 $ 4.13 Granted 167,500 $ 2.43 Vested (116,665 ) $ (3.86 ) Cancelled (7,500 ) $ (2.34 ) Unvested at December 31, 2019 216,670 $ 3.02 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense for the years ended December 31, 2019 and 2018 was comprised of the following: For the Year Ended December 31, Stock-based compensation classified as: 2019 2018 General and administrative $ 469,714 $ 432,734 Production 70,243 20,263 Marketing and selling 59,486 37,120 Research and development 50,026 37,218 $ 649,469 $ 527,335 |
Schedule of Warrant Activity | The following table summarizes the Company’s warrant activity during the years ended December 31, 2019 and 2018: Number of Warrants Weighted Average Exercise Price Warrants outstanding – January 1, 2018 198,996 $ 1.11 Warrants granted 380,000 $ 6.00 Warrants exercised - $ - Warrants outstanding – December 31, 2018 578,996 $ 4.32 Warrants granted 69,766 $ 2.15 Warrants exercised (17,815 ) $ 1.40 Warrants outstanding – December 31, 2019 630,947 $ 4.16 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Commitments Under Operating Leases | Future annual minimum rental commitments under operating leases as of December 31, 2019, are as follows: Year Ending December 31, Amount payable 2020 $ 713,471 2021 629,511 2022 548,686 2023 311,433 2024 211,734 Thereafter - Total minimum lease payments $ 2,414,835 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Pre-tax Income (Loss) | For the years ended December 31, 2019 and 2018, pre-tax income (loss) was attributed to the following jurisdictions: 2019 2018 Domestic operations $ (947,350 ) $ (3,227,347 ) Foreign operations 284,265 257,943 $ (663,085 ) $ (2,969,404 ) |
Schedule of Provision (Benefit) for Income Taxes | Set forth below is the provision (benefit) for income taxes for the years ended December 31: 2019 2018 Current: Federal $ - $ (20,391 ) State 19,676 1,202 International 439,662 109,998 459,338 90,809 Deferred: Federal (164,662 ) (817,523 ) State (57,424 ) (670,070 ) International - - (222,086 ) (1,487,593 ) Total provision (benefit) for income taxes $ 237,252 $ (1,396,784 ) |
Schedule of Reconciliation of Provision (Benefit) for Income Taxes Computed at Federal Statutory Rates Provision (Benefit) for Income Taxes | The reconciliation of the provision (benefit) for income taxes computed at federal statutory rates to the provision (benefit) for income taxes for the years ended December 31, are as follows: 2019 2018 Provision at federal statutory rates (21% applied to earnings before income taxes) $ (200,212 ) $ (623,575 ) State income taxes, net of federal benefit 38,764 (556,019 ) Other permanent items 320,208 - Research credits (510,568 ) (210,567 ) Transaction costs - 126,212 Stock based compensation (48,499 ) (472,064 ) Amortization and impairment 550,454 - Noncontrolling interest - 115,320 Uncertain tax positions 54,452 (10,000 ) Other 32,653 233,909 $ 237,252 $ (1,396,784 ) |
Schedule of Components of Deferred Taxes | Significant components of deferred taxes as of December 31, 2019 and 2018 were as follows: 2019 2018 Deferred tax assets: Reserves $ 21,677 $ 18,877 Accrued expenses - 284,364 Deferred compensation 66,460 217,994 Stock compensation 191,855 Deferred revenue 126,428 158,196 Inventories 182,189 158,967 Credits and loss carryforward 3,794,279 3,268,535 Total deferred tax assets before valuation allowance 4,382,888 4,106,933 Less: valuation allowance (178,593 ) (183,048 ) Total deferred tax assets 4,204,295 3,923,885 Deferred tax liabilities: Property and equipment (369,004 ) (151,927 ) Intangible assets (527,447 ) (1,009,293 ) Other (288,021 ) (257,033 ) Total deferred tax liabilities (1,184,472 ) (1,418,253 ) Net deferred tax assets $ 3,019,823 $ 2,505,632 |
Schedule of Reconciliation Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Unrecognized tax benefits balance at December 31, 2017 $ 203,466 Gross increases for tax positions of the current year 59,318 Unrecognized tax benefits balance at December 31, 2018 262,784 Gross increases for tax positions of the current year 54,452 Unrecognized tax benefits balance at December 31, 2019 $ 317,236 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share was calculated as follows for the years ended December 31, 2019 and 2018: For the Year Ended December 31, 2019 2018 Basic and diluted net loss per share attributable to common stockholders: Numerator: Net loss attributable to common stockholders $ (900,337 ) $ (1,136,278 ) Denominator: Weighted average common shares outstanding - basic 15,148,613 12,586,513 Effect of dilutive securities - - Weighted average common shares outstanding - diluted 15,148,613 12,586,513 Net loss per common share attributable to common stockholders: Basic $ (0.06 ) $ (0.09 ) Diluted $ (0.06 ) $ (0.09 ) |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Income (Loss) from Operations by Reporting Segments | Segment detail for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 OSS CDI Bressner Total OSS CDI Bressner Total Revenues $ 37,518,074 $ 2,537,334 $ 18,252,611 $ 58,308,019 $ 32,516,105 $ 755,259 $ 3,756,018 $ 37,027,382 Cost of revenues (22,799,121 ) (1,963,691 ) (14,142,944 ) (38,905,756 ) (22,148,191 ) (748,230 ) (2,796,237 ) (25,692,658 ) Gross profit 14,718,953 573,643 4,109,667 19,402,263 10,367,914 7,029 959,781 11,334,724 Gross profit % 39.2% 22.6% 22.5% 33.3% 31.9% 0.9% 25.6% 30.6% Total operating expenses (13,062,251 ) (3,329,176 ) (3,789,855 ) (20,181,282 ) (13,455,931 ) (324,012 ) (730,370 ) (14,510,313 ) Income (loss) from operations $ 1,656,702 $ (2,755,533 ) $ 319,812 $ (779,019 ) $ (3,088,017 ) $ (316,983 ) $ 229,411 $ (3,175,589 ) |
The Company and Basis of Pres_3
The Company and Basis of Presentation - Additional Information (Details) | Mar. 26, 2020USD ($)Installment | Oct. 31, 2018USD ($)shares | Oct. 31, 2018EUR (€)shares | Aug. 31, 2018USD ($) | Apr. 30, 2017USD ($) | Apr. 06, 2017USD ($) | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($) | Feb. 28, 2018USD ($) | Jul. 31, 2017USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Jun. 19, 2019USD ($) | Mar. 20, 2019USD ($) | Aug. 30, 2018USD ($) | May 31, 2018USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Net proceeds from issuance of initial public offering | $ 16,100,000 | |||||||||||||||
Common stock, shares issued | shares | 1,554,832 | 16,121,747 | 14,216,328 | |||||||||||||
Proceeds from issuance of common stock | $ 2,488,148 | $ 2,700,714 | $ 19,500,000 | |||||||||||||
Cash and cash equivalents | 5,185,321 | 2,272,256 | ||||||||||||||
Working capital | 14,000,000 | |||||||||||||||
Operating loss | 779,019 | 3,175,589 | ||||||||||||||
Cash flows provided by operating activities | 2,374,868 | (3,890,786) | ||||||||||||||
Capital contribution from parent | $ 750,000 | |||||||||||||||
SkyScale, LLC | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Ownership interest percentage | 50.00% | |||||||||||||||
Jacoma Investments, LLC | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Member contribution to joint venture | $ 750,000 | |||||||||||||||
Jacoma Investments, LLC | SkyScale, LLC | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Ownership interest percentage | 50.00% | |||||||||||||||
Follow-on Public Offering | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Aggregate of common stock preferred stock debt securities and warrants securities | $ 100,000,000 | |||||||||||||||
Members of Board of Directors and Others | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Proceeds from notes payable | $ 1,500,000 | |||||||||||||||
Members of Board of Directors | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Funding commitments, line of credit | $ 4,000,000 | |||||||||||||||
Funding commitments, line of credit, borrowed | 1,500,000 | |||||||||||||||
Members of Board of Directors | Subsequent Event | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Funding commitments, line of credit, currently available | $ 750,000 | |||||||||||||||
Concept Development Inc. | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Business acquisition date | Aug. 31, 2018 | |||||||||||||||
Cash paid to acquire businesses | $ 646,759 | 646,759 | ||||||||||||||
Common stock shares issued, Value | $ 4,194,673 | |||||||||||||||
Percentage of shares acquired | 100.00% | |||||||||||||||
Bressner Technology | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Cash paid to acquire businesses | $ 5,374,582 | € 4,725,000 | 5,374,582 | |||||||||||||
Percentage of shares acquired | 100.00% | 100.00% | ||||||||||||||
Bressner Technology | Restricted Stock | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Stock consideration | shares | 106,463 | 106,463 | ||||||||||||||
Bressner Technology GmbH | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Cash and cash equivalents | $ 745,000 | |||||||||||||||
Aryton Capital LLC | Subsequent Event | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Non-interest bearing convertible note | $ 5,000,000 | |||||||||||||||
Original issue discount rate | 10.00% | |||||||||||||||
Aryton Capital LLC | Subsequent Event | Tranche One | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Non-interest bearing convertible note | $ 3,000,000 | |||||||||||||||
Debt maturity term | 3 months | |||||||||||||||
Aryton Capital LLC | Subsequent Event | Tranche Two | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Non-interest bearing convertible note | $ 2,000,000 | |||||||||||||||
Debt maturity term | 7 months | |||||||||||||||
Number of note repayable installments | Installment | 22 | |||||||||||||||
Technology and Software License Agreement | Western Digital | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Consideration paid for assets acquired | $ 67,000 | |||||||||||||||
Receivable for services rendered | $ 1,400,000 | |||||||||||||||
Servicer payments period | 3 years | |||||||||||||||
Minimum | Technology and Software License Agreement | Western Digital | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Prospective royalties payable | $ 2,500 | |||||||||||||||
Maximum | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Ownership interest percentage | 10.00% | |||||||||||||||
Maximum | Technology and Software License Agreement | Western Digital | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Prospective royalties payable | $ 5,000 | |||||||||||||||
SkyScale, LLC | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Accounts, notes receivable and interest write-off | 648,411 | |||||||||||||||
Income from disposition of assets and liabilities | 71,502 | |||||||||||||||
Accounts, notes receivable and interest write-off offset by equipment receipt | 160,000 | |||||||||||||||
Reserve for future expenses on disposition | 288,400 | |||||||||||||||
Total charges related to dissolution | 705,309 | |||||||||||||||
Proceeds from closing of joint venture | $ 208,332 | |||||||||||||||
Notes receivable and interest write-off | 478,599 | |||||||||||||||
Unpaid invoices for services | 169,812 | |||||||||||||||
Reserve for future expenses for closing of business | $ 70,068 | 288,400 | ||||||||||||||
SkyScale, LLC | Computer Equipment | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Estimated market value assets transferred | 160,000 | |||||||||||||||
SkyScale, LLC | Administrative Expenses | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Proceeds from closing of joint venture | $ 288,400 | |||||||||||||||
SkyScale, LLC | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Member contribution to joint venture | $ 750,000 | |||||||||||||||
Interest received in joint venture | 50.00% | |||||||||||||||
Loaned for operations | $ 300,000 | $ 300,000 | ||||||||||||||
Interest rate | 12.00% | |||||||||||||||
Amount utilized | $ 150,000 |
The Company and Basis of Pres_4
The Company and Basis of Presentation - Schedule of Assets and Liabilities (Details) - Disposal Group, Not Discontinued Operations - SkyScale, LLC | Dec. 31, 2018USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Cash and cash equivalents | $ 47,663 |
Total assets | 47,663 |
Accounts payable | 46,663 |
Total liabilities | 46,663 |
Members' equity | 1,000 |
Total liabilities and members' equity | $ 47,663 |
The Company and Basis of Pres_5
The Company and Basis of Presentation - Schedule of Operating Results (Details) - Disposal Group, Not Discontinued Operations - SkyScale, LLC | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Net revenue | $ 158,514 |
Cost of revenue | (675,058) |
Gross margin | (516,544) |
Operating expenses: | |
General and administrative | 358,725 |
Marketing and selling | 132,004 |
Total operating expenses | 490,729 |
Loss from operations | (1,007,273) |
Other (expense) income | 134,590 |
Net loss | $ (872,683) |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2019USD ($) | Dec. 31, 2019USD ($)CustomerSupplierContract$ / shares | Dec. 31, 2018USD ($)CustomerSupplierContract$ / shares | Dec. 31, 2019EUR (€) | Feb. 01, 2018$ / shares | |
Significant Accounting Policies [Line Items] | |||||
Maximum basic deposit coverage per owner | $ 250,000 | ||||
Maximum basic securities coverage per owner | 250,000 | ||||
Aggregate amount of deposits coverage in excess of insurance limits | 3,514,529 | ||||
Allowance for doubtful accounts receivable | 14,000 | $ 13,403 | |||
Unbilled receivables | 25,432 | 65,157 | |||
Goodwill impairment | 0 | ||||
Goodwill impairment | $ 1,697,394 | 1,697,394 | |||
Impairment of intangible and long-lived assets | 0 | ||||
Amount of warranties sold | 58,308,019 | 37,027,382 | |||
Deferred revenue | $ 24,718 | 133,995 | |||
Customers extended warranties, description | The Company offers customers extended warranties beyond the standard one-year warranty on the product. The extended warranties are considered service-type warranties and would be considered as a separate performance obligation under ASC 606. The Company is the primary obligor and, revenue is recognized on a gross basis ratably over the term of the extended warranty. The customer can purchase extended warranties from one to five years, in the bronze, silver or gold categories. | ||||
Term of customers product warranty | 1 year | ||||
Deferred revenue revenue to be recognize | $ 394,571 | ||||
Unearned revenue recognition period | 2020 through 2024 | ||||
Purchase price allocation period | 1 year | ||||
Amortization of debt discount | $ 21,303 | 24,830 | |||
Advertising costs | $ 352,080 | $ 100,520 | |||
Corporate tax rate | 21.00% | 21.00% | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Series A Convertible Preferred Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Series B Convertible Preferred Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Common stock, par value | $ / shares | 0.0001 | ||||
Series C Convertible Preferred Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Fixed Price Contractual | |||||
Significant Accounting Policies [Line Items] | |||||
Amount of warranties sold | $ 139,351 | $ 158,875 | |||
Product Warranty | |||||
Significant Accounting Policies [Line Items] | |||||
Amount of warranties sold | 377,768 | 401,850 | |||
Deferred revenue | 394,571 | 409,334 | |||
Revenue recognized | 392,532 | 200,611 | |||
Vendor Managed Inventory Program Agreements | |||||
Significant Accounting Policies [Line Items] | |||||
Amount of warranties sold | 10,075,756 | 9,960,469 | |||
Product sold but held in inventory | $ 459,893 | $ 1,662,293 | |||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 2 years | ||||
Contracts with customers payment terms | 30 days | ||||
Term of customers product extended warranty | 1 year | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 7 years | ||||
Contracts with customers payment terms | 60 days | ||||
Term of customers product extended warranty | 5 years | ||||
Percentage of uncertain income tax positions not recognized | 50.00% | ||||
Sales Revenue, Net | Customer Concentration Risk | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, number of customers | Customer | 2 | 2 | |||
Concentration risk, percentage | 41.00% | 53.00% | |||
Cost of Goods, Total | Supplier Concentration Risk | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 11.00% | 37.00% | |||
Concentration risk, number of suppliers | Supplier | 1 | 3 | |||
Net Trade Accounts Receivable | Customer Concentration Risk | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 72.00% | 60.00% | |||
Bressner | |||||
Significant Accounting Policies [Line Items] | |||||
Maximum basic deposit coverage per owner | € | € 100,000 | ||||
Aggregate amount of deposits coverage in excess of insurance limits | $ 570,686 | € 508,316 | |||
Amount of warranties sold | $ 18,252,610 | $ 3,849,625 | |||
Bressner | Designated as Hedging Instrument | |||||
Significant Accounting Policies [Line Items] | |||||
Number of foreign exchange contracts | Contract | 1 | 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details 1) - Fixed Fee Contract - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | Dec. 31, 2019USD ($) |
Significant Accounting Policies [Line Items] | |
Remaining performance obligation expected to be recognized | $ 317,718 |
Period of remaining performance obligation expected to be recognized | 24 months |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Operating Segment Revenues Disaggregated by Primary Geographic Market Based on Customer's Geographic Location (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | $ 58,308,019 | $ 37,027,382 |
Customized Computers and Flash Arrays | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 37,518,074 | 32,516,105 |
In-flight Entertainment & Connectivity | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 2,537,334 | 755,259 |
Value-added Reseller with Minimal Customization | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 18,252,611 | 3,756,018 |
Domestic | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 21,940,869 | 15,759,258 |
Domestic | Customized Computers and Flash Arrays | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 19,436,784 | 15,193,890 |
Domestic | In-flight Entertainment & Connectivity | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 2,030,596 | 541,191 |
Domestic | Value-added Reseller with Minimal Customization | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 473,489 | 24,177 |
International | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 36,367,150 | 21,268,124 |
International | Customized Computers and Flash Arrays | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 18,081,290 | 17,322,215 |
International | In-flight Entertainment & Connectivity | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | 506,738 | 214,068 |
International | Value-added Reseller with Minimal Customization | ||
Disaggregation Of Revenue [Line Items] | ||
Operating segment revenues | $ 17,779,122 | $ 3,731,841 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Oct. 31, 2018USD ($)yr$ / sharesshares | Oct. 31, 2018EUR (€)yrshares | Aug. 31, 2018USD ($)yr$ / sharesshares | Apr. 30, 2019USD ($) | Apr. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 7,120,510 | $ 7,914,211 | |||||
Amortization expense | 984,065 | 630,258 | |||||
Goodwill impairment | $ 1,697,394 | 1,697,394 | |||||
Revenue | 58,308,019 | 37,027,382 | |||||
Net (loss) income | (900,337) | (1,136,278) | |||||
Concept Development Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition date | Aug. 31, 2018 | ||||||
Percentage of shares acquired | 100.00% | ||||||
Cash paid to acquire businesses | $ 646,759 | 646,759 | |||||
Common stock shares issued | shares | 1,266,364 | ||||||
Common stock shares issued, Value | $ 4,194,673 | ||||||
Share price | $ / shares | $ 3.63 | ||||||
Goodwill | $ 3,100,361 | 1,195,000 | $ 1,195,000 | 4,295,361 | |||
Identified intangible assets | 1,770,000 | $ 575,000 | 575,000 | ||||
Goodwill impairment | 1,697,394 | ||||||
Acquisition related accounting and legal fees incurred | $ 245,028 | ||||||
Revenue | 2,537,334 | 755,259 | |||||
Net (loss) income | (3,091,161) | (316,390) | |||||
Concept Development Inc. | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Amortization expense | $ 177,778 | ||||||
Concept Development Inc. | Discount Rate | |||||||
Business Acquisition [Line Items] | |||||||
Business combination fair value assumption equity interest measurement input | 8.75 | ||||||
Concept Development Inc. | Lack of Marketability | |||||||
Business Acquisition [Line Items] | |||||||
Business combination fair value assumption equity interest measurement input | yr | 1 | ||||||
Bressner Technology | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of shares acquired | 100.00% | ||||||
Cash paid to acquire businesses | $ 5,374,582 | € 4,725,000 | 5,374,582 | ||||
Common stock shares issued | shares | 106,463 | 106,463 | |||||
Common stock shares issued, Value | $ 228,779 | ||||||
Share price | $ / shares | $ 2.47 | ||||||
Goodwill | $ 1,489,722 | ||||||
Identified intangible assets | 1,777,110 | ||||||
Acquisition related accounting and legal fees incurred | $ 419,305 | ||||||
Revenue | 18,252,610 | 3,849,625 | |||||
Net (loss) income | $ 91,812 | $ (153,614) | |||||
Bressner Technology | Discount Rate | |||||||
Business Acquisition [Line Items] | |||||||
Business combination fair value assumption equity interest measurement input | 13 | 13 | |||||
Bressner Technology | Lack of Marketability | |||||||
Business Acquisition [Line Items] | |||||||
Business combination fair value assumption equity interest measurement input | yr | 2 | 2 |
Acquisitions - Summary of Final
Acquisitions - Summary of Final Allocation of Total Consideration to the Acquired Net Assets (Details) - USD ($) | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Aug. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 7,120,510 | $ 7,914,211 | |||
Concept Development Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash | 139,634 | ||||
Accounts receivable | 489,267 | ||||
Prepaid expenses | 45,683 | ||||
Inventories | 205,635 | ||||
Property and equipment | 45,026 | ||||
Deposits and other | 12,526 | ||||
Intangibles | $ 575,000 | $ 1,770,000 | |||
Accounts payable | (91,997) | ||||
Accrued expenses | (99,711) | ||||
Deferred revenue | (95,610) | ||||
Deferred income taxes | (258,301) | ||||
Other accrued liabilities | (50,985) | ||||
Working capital loan | (370,096) | ||||
Total fair value excluding goodwill | 546,071 | ||||
Goodwill | 4,295,361 | 1,195,000 | 3,100,361 | ||
Total consideration | 4,841,432 | ||||
Concept Development Inc. | Customer Lists and Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 470,000 | 470,000 | 1,470,000 | ||
Concept Development Inc. | Trade Name | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 90,000 | 90,000 | 100,000 | ||
Concept Development Inc. | Non-Compete | |||||
Business Acquisition [Line Items] | |||||
Intangibles | $ 15,000 | $ 15,000 | $ 200,000 | ||
Bressner Technology | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 560,932 | ||||
Accounts receivable | 2,238,881 | ||||
Inventories | 3,721,685 | ||||
Prepaid expenses and deposits | 124,491 | ||||
Property and equipment | 346,637 | ||||
Intangibles | 1,777,110 | ||||
Accounts payable and accrued expenses | (2,076,450) | ||||
Notes payable | (2,536,148) | ||||
Deferred income taxes | (43,499) | ||||
Total fair value excluding goodwill | 4,113,639 | ||||
Goodwill | 1,489,722 | ||||
Total consideration | 5,603,361 | ||||
Bressner Technology | Customer Lists and Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 1,215,798 | ||||
Bressner Technology | Trade Name | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 329,515 | ||||
Bressner Technology | Non-Compete | |||||
Business Acquisition [Line Items] | |||||
Intangibles | $ 231,797 |
Acquisitions - Schedule of Chan
Acquisitions - Schedule of Change in Identified Intangible Assets (Details) - Concept Development Inc. - USD ($) | 1 Months Ended | ||
Apr. 30, 2019 | Dec. 31, 2019 | Aug. 31, 2018 | |
Business Acquisition [Line Items] | |||
Identified intangible assets | $ 575,000 | $ 1,770,000 | |
Identified intangible assets, change | (1,195,000) | ||
Customer Lists and Relationships | |||
Business Acquisition [Line Items] | |||
Identified intangible assets | 470,000 | $ 470,000 | 1,470,000 |
Identified intangible assets, change | (1,000,000) | ||
Trade Name | |||
Business Acquisition [Line Items] | |||
Identified intangible assets | 90,000 | 90,000 | 100,000 |
Identified intangible assets, change | (10,000) | ||
Non-Compete | |||
Business Acquisition [Line Items] | |||
Identified intangible assets | 15,000 | $ 15,000 | $ 200,000 |
Identified intangible assets, change | $ (185,000) |
Acquisitions - Schedule of Defi
Acquisitions - Schedule of Definite Lived Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Gross | $ 3,538,793 | $ 4,733,793 |
Definite lived intangible assets, Accumulated Amortization | (2,192,601) | (1,208,536) |
Definite lived intangible assets, Net | 1,346,192 | 3,525,257 |
Customer Lists and Relationships | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Gross | 2,084,515 | 3,084,515 |
Definite lived intangible assets, Accumulated Amortization | (1,109,681) | (492,269) |
Definite lived intangible assets, Net | $ 974,834 | $ 2,592,246 |
Customer Lists and Relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 22 months | 7 months |
Customer Lists and Relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Expected Life | 60 months | 60 months |
Definite lived intangible assets, Remaining Months | 44 months | 56 months |
Drawings and Technology | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 0 days | 7 months |
Definite lived intangible assets, Gross | $ 760,207 | $ 760,207 |
Definite lived intangible assets, Accumulated Amortization | (760,207) | (622,949) |
Definite lived intangible assets, Net | 137,258 | |
Trade name, Trademarks & other | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Gross | 447,274 | 457,274 |
Definite lived intangible assets, Accumulated Amortization | (217,570) | (58,218) |
Definite lived intangible assets, Net | $ 229,704 | $ 399,056 |
Trade name, Trademarks & other | Minimum | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Expected Life | 24 months | 24 months |
Definite lived intangible assets, Remaining Months | 8 months | 7 months |
Trade name, Trademarks & other | Maximum | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 22 months | 34 months |
Non-Compete | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 22 months | |
Definite lived intangible assets, Gross | $ 246,797 | $ 431,797 |
Definite lived intangible assets, Accumulated Amortization | (105,143) | (35,100) |
Definite lived intangible assets, Net | $ 141,654 | $ 396,697 |
Non-Compete | Minimum | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Remaining Months | 32 months | |
Non-Compete | Maximum | ||
Business Acquisition [Line Items] | ||
Definite lived intangible assets, Remaining Months | 34 months |
Acquisitions - Schedule of Amor
Acquisitions - Schedule of Amortization Expense of Definite Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combinations [Abstract] | ||
2020 | $ 683,935 | |
2021 | 556,872 | |
2022 | 63,231 | |
2023 | 42,154 | |
Definite lived intangible assets, Net | $ 1,346,192 | $ 3,525,257 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Consolidated Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenue | $ 58,308,019 | $ 53,352,821 |
Net loss | $ (900,337) | $ (466,675) |
Acquisition-related pro forma net loss per share attributable to common stockholders | ||
Basic | $ (0.06) | $ (0.04) |
Diluted | $ (0.06) | $ (0.04) |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | $ 11,681,157 | $ 10,553,553 |
Less: allowance for doubtful accounts | (14,000) | (13,403) |
Accounts receivable, total | 11,667,157 | 10,540,150 |
Accounts Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | 11,655,725 | 10,488,396 |
Unbilled Receivables | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | $ 25,432 | $ 65,157 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable Net Current [Abstract] | ||
Provision for bad debt expense | $ 7,263 | $ 4,952 |
Inventories - Summary of Invent
Inventories - Summary of Inventories, Net (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,478,882 | $ 2,248,520 |
Sub-assemblies | 1,857,004 | 1,198,071 |
Work-in-process | 493,276 | 311,072 |
Finished goods | 3,087,529 | 3,466,419 |
Inventory gross | 7,916,691 | 7,224,082 |
Less: reserves for obsolete and slow-moving inventories | (547,335) | (400,152) |
Inventory net | $ 7,369,356 | $ 6,823,930 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6,076,589 | $ 3,196,133 |
Less: accumulated depreciation and amortization | (2,508,025) | (1,880,167) |
Property plant and equipment, net excluding construction in progress and software implementation | 3,568,564 | 1,315,966 |
Property and equipment, net | 3,568,564 | 1,759,086 |
Computers and Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 633,546 | 609,921 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 340,801 | 211,759 |
Manufacturing Equipment and Engineering Tools | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,501,020 | 2,211,080 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 892,097 | 163,373 |
Software Implementation | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,709,125 | |
Facilities | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | 197,619 | |
ERP | ||
Property Plant And Equipment [Line Items] | ||
Software implementation in progress | $ 245,501 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 671,223 | $ 417,259 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation and related liabilities | $ 1,621,177 | $ 1,183,653 |
Deferred revenue and customer deposits | 1,260,126 | 1,135,470 |
Warranty reserve | 424,011 | 416,313 |
Other accrued expenses | 1,302,118 | 1,195,282 |
Accrued expenses and other liabilities | $ 4,607,432 | $ 3,930,718 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2019USD ($) | Sep. 30, 2019EUR (€) | Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Apr. 30, 2019USD ($)Individual$ / sharesshares | Apr. 30, 2019EUR (€)Individual | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Dec. 31, 2019USD ($)LineofCreditTermLoan$ / shares | Dec. 31, 2018USD ($)LineofCredit | Dec. 31, 2019EUR (€)LineofCreditTermLoan | Sep. 30, 2019EUR (€) | Jun. 30, 2019EUR (€) | Apr. 30, 2019EUR (€)shares | Dec. 31, 2018EUR (€)LineofCredit | Sep. 30, 2017EUR (€) | |
Debt Instrument [Line Items] | ||||||||||||||||
Debt discount amortization | $ | $ 21,303 | $ 24,830 | ||||||||||||||
Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants exercise price | $ 5 | |||||||||||||||
Fair value assumptions | 5 years | 5 years | ||||||||||||||
April 2019 Related Party Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ | $ 350,000 | |||||||||||||||
Number of individuals | Individual | 3 | 3 | ||||||||||||||
Term of loan agreement | 2 years | 2 years | ||||||||||||||
Debt instrument, accrued interest rate | 9.50% | 9.50% | ||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ | $ 16,100 | |||||||||||||||
Warrants to purchase common stock percentage equal to original principal | 10.00% | 10.00% | ||||||||||||||
Warrants exercise price | $ 2.15 | |||||||||||||||
Warrants to purchase common stock | shares | 16,276 | 16,276 | ||||||||||||||
Estimated fair value of each warrants | $ 0.90 | |||||||||||||||
April 2019 Related Party Notes | Exercise Price | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants exercise price | $ 2.15 | |||||||||||||||
April 2019 Related Party Notes | Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value of the warrant issued | $ | $ 14,037 | |||||||||||||||
April 2019 Related Party Notes | Warrants | Exercise Price | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants exercise price | $ 2.15 | |||||||||||||||
April 2019 Related Party Notes | Warrants | Contractual Term | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value assumptions | 5 years | 5 years | ||||||||||||||
April 2019 Related Party Notes | Warrants | Volatility Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value assumptions | 0.4460 | 0.4460 | ||||||||||||||
April 2019 Related Party Notes | Warrants | Dividend Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value assumptions | 0 | 0 | ||||||||||||||
April 2019 Related Party Notes | Warrants | Risk-free Interest Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value assumptions | 0.02307 | 0.02307 | ||||||||||||||
April 2019 Related Party Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ | $ 1,150,000 | |||||||||||||||
Number of individuals | Individual | 3 | 3 | ||||||||||||||
Term of loan agreement | 2 years | 2 years | ||||||||||||||
Debt instrument, accrued interest rate | 9.50% | 9.50% | ||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ | $ 52,900 | |||||||||||||||
Warrants to purchase common stock percentage equal to original principal | 10.00% | 10.00% | ||||||||||||||
Warrants exercise price | $ 2.15 | |||||||||||||||
Warrants to purchase common stock | shares | 53,490 | 53,490 | ||||||||||||||
Estimated fair value of each warrants | $ 0.90 | |||||||||||||||
April 2019 Related Party Notes | Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value of the warrant issued | $ | $ 46,121 | |||||||||||||||
April 2019 Related Party Notes | Warrants | Exercise Price | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants exercise price | $ 2.15 | |||||||||||||||
April 2019 Related Party Notes | Warrants | Contractual Term | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value assumptions | 5 years | 5 years | ||||||||||||||
April 2019 Related Party Notes | Warrants | Volatility Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value assumptions | 0.4260 | 0.4260 | ||||||||||||||
April 2019 Related Party Notes | Warrants | Dividend Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value assumptions | 0 | 0 | ||||||||||||||
April 2019 Related Party Notes | Warrants | Risk-free Interest Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value assumptions | 0.023067 | 0.023067 | ||||||||||||||
Bressner Technology GmbH | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of term loans outstanding | TermLoan | 4 | 4 | ||||||||||||||
Bressner Technology GmbH | Term Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Total balance outstanding | $ 1,295,064 | € 1,153,525 | ||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on January 31, 2020 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 436,272 | € 400,000 | ||||||||||||||
Debt instrument, accrued interest rate | 2.125% | 2.125% | ||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 28,068 | € 25,000 | ||||||||||||||
Total balance outstanding | 28,068 | $ 343,314 | 25,000 | € 300,000 | ||||||||||||
Debt instrument, maturity date | Jan. 31, 2020 | Jan. 31, 2020 | ||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on March 30, 2021 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 561,350 | € 500,000 | ||||||||||||||
Debt instrument, accrued interest rate | 2.25% | 2.25% | ||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 24,960 | € 22,232 | ||||||||||||||
Total balance outstanding | $ 368,835 | € 328,525 | ||||||||||||||
Debt instrument, maturity date | Mar. 30, 2021 | Mar. 30, 2021 | ||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on June 25, 2020 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 561,350 | € 500,000 | ||||||||||||||
Debt instrument, accrued interest rate | 1.70% | 1.70% | ||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 571,095 | € 508,679 | ||||||||||||||
Debt instrument, maturity date | Jun. 25, 2020 | Jun. 25, 2020 | ||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on March 24, 2020 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 336,810 | € 300,000 | ||||||||||||||
Debt instrument, accrued interest rate | 1.65% | 1.65% | ||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 338,663 | € 301,650 | ||||||||||||||
Debt instrument, maturity date | Mar. 24, 2020 | Mar. 24, 2020 | ||||||||||||||
Debt instrument, extended term | 1 year | 1 year | ||||||||||||||
German Institutions | Revolving Credit Facility | Bressner Technology GmbH | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of lines of credit | LineofCredit | 3 | 6 | 3 | 6 | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 4,041,723 | € 3,600,000 | € 3,320,000 | |||||||||||||
Total outstanding balance | $ 422,960 | € 0 | € 369,567 | |||||||||||||
Minimum | German Institutions | Revolving Credit Facility | Bressner Technology GmbH | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit current rate | 3.75% | 3.75% | ||||||||||||||
Maximum | German Institutions | Revolving Credit Facility | Bressner Technology GmbH | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit current rate | 7.99% | 7.99% |
Debt - Schedule of Total Future
Debt - Schedule of Total Future Payments under Notes Payable and Related Party Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
2020 | $ 1,969,271 | |
2021 | 358,017 | |
Total minimum payments | 2,327,288 | |
Current portion of notes payable | (1,969,271) | |
Notes payable, net of current portion | 358,017 | |
2020 | (30,079) | |
2021 | (8,773) | |
Total minimum payments | (38,852) | |
Current portion of notes payable | 30,079 | |
Notes payable, net of current portion | (8,773) | |
Related Parties | ||
Debt Instrument [Line Items] | ||
2020 | 584,501 | |
2021 | 206,669 | |
Total minimum payments | 791,170 | |
Current portion of notes payable | (584,501) | |
Notes payable, net of current portion | 206,669 | |
Current portion of notes payable | 23,060 | $ 0 |
Notes payable, net of current portion | (6,726) | $ 0 |
Third Parties | ||
Debt Instrument [Line Items] | ||
2020 | 177,866 | |
2021 | 63,188 | |
Total minimum payments | 241,054 | |
Current portion of notes payable | (177,866) | |
Notes payable, net of current portion | 63,188 | |
Foreign | ||
Debt Instrument [Line Items] | ||
2020 | 1,206,904 | |
2021 | 88,160 | |
Total minimum payments | 1,295,064 | |
Current portion of notes payable | (1,206,904) | |
Notes payable, net of current portion | $ 88,160 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Feb. 09, 2018 | Feb. 05, 2018 | Dec. 13, 2017 | Oct. 10, 2017 | Jun. 30, 2019 | Dec. 31, 2015 | Dec. 31, 2011 | Nov. 30, 2008 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2019 | Feb. 01, 2018 | Dec. 18, 2017 |
Class Of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 10,000,000 | |||||||||||
Common stock, shares authorized | 11,000,000 | 50,000,000 | 50,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, conversion basis | one-for-one basis | ||||||||||||
Common stock voting rights | one vote for each share | ||||||||||||
Common stock, shares issued | 1,554,832 | 16,121,747 | 14,216,328 | ||||||||||
Gross proceeds from issuance of common stock | $ 2,488,148 | $ 2,700,714 | $ 19,500,000 | ||||||||||
Fair value of warrants | 669,408 | ||||||||||||
Exercise of stock options | $ 113,168 | ||||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||||
Description of preferred shares convertible terms | Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (“Preferred Shares”) were convertible at any time at the option of the holder into one share of common stock. | ||||||||||||
Preferred stock, par value | $ 5 | ||||||||||||
Preferred stock, no par value | |||||||||||||
Unvested common stock options, net of estimated forfeitures | $ 181,751 | ||||||||||||
Unearned stock-based compensation expected to be recognized | 1 year 6 months 3 days | ||||||||||||
April 2019 Related Party Notes | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Warrants to purchase common stock | 16,276 | ||||||||||||
Warrants exercise price | $ 2.15 | ||||||||||||
April 2019 Related Party Notes | Exercise Price | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Warrants exercise price | $ 2.15 | ||||||||||||
Maximum | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Ownership interest percentage | 10.00% | ||||||||||||
Options expiration period date of grant | 10 years | ||||||||||||
Minimum | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Proceeds from convertible preferred stock to common stock | $ 10,000,000 | ||||||||||||
Fair market value of common stock on date of grant | 110.00% | ||||||||||||
Options expiration period date of grant | 5 years | ||||||||||||
Cashless Exercise of Stock Options | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of common stock issued | 273,600 | 290,879 | |||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Unvested common stock options, net of estimated forfeitures | $ 436,552 | ||||||||||||
Unearned stock-based compensation expected to be recognized | 1 year 6 months 3 days | ||||||||||||
Stock Options | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of common stock issued | 350,587 | 391,578 | |||||||||||
Exercise of stock options | $ 47,334 | $ 113,168 | |||||||||||
Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of common stock issued | 391,578 | ||||||||||||
Exercise of stock options | $ 39 | ||||||||||||
Common Stock | Maximum | 2017 Equity Incentive Plan | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of shares issued | 1,500,000 | ||||||||||||
Common Stock | 2000 Plan | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of shares granted | 3,000,000 | ||||||||||||
Common Stock | 2011 Plan | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares available for grant | 240,000 | ||||||||||||
Common Stock | 2011 Plan | Maximum | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of shares granted | 1,500,000 | ||||||||||||
Common Stock | 2015 Plan | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares available for grant | 790,000 | ||||||||||||
Common Stock | 2015 Plan | Maximum | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of shares granted | 1,500,000 | ||||||||||||
Common Stock | Board of Directors | 2011 Plan | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares available for grant | 0 | ||||||||||||
Stock options, termination date | Oct. 10, 2017 | ||||||||||||
Common Stock | Board of Directors | 2015 Plan | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares available for grant | 0 | ||||||||||||
Stock options, termination date | Oct. 10, 2017 | ||||||||||||
Warrants | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Warrants exercise price | $ 5 | ||||||||||||
Fair value of warrants | $ 699,408 | ||||||||||||
Fair value assumptions | 5 years | ||||||||||||
Fair value of warrants, volatility rate | 42.70% | ||||||||||||
Fair value of warrants, dividend rate | 0.00% | ||||||||||||
Fair value of warrants, risk-free interest rate | 2.72% | ||||||||||||
Warrants | April 2019 Related Party Notes | Exercise Price | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Warrants exercise price | $ 2.15 | ||||||||||||
Initial Public Offering | Under Writers | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Warrants to purchase common stock | 380,000 | ||||||||||||
Warrants exercise price | $ 6 | ||||||||||||
Initial Public Offering | Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Common stock, shares issued | 3,800,000 | ||||||||||||
Share price | $ 5 | ||||||||||||
Gross proceeds from issuance of common stock | $ 19,000,000 | ||||||||||||
Net proceeds from issuance of common stock | 17,485,000 | ||||||||||||
Underwriting discounts and commissions | 1,330,000 | ||||||||||||
Underwriter offering-related transaction costs | 185,000 | ||||||||||||
Accounting, legal and other fees and costs | 1,148,352 | ||||||||||||
Warrant expense | $ 699,408 | ||||||||||||
Over-allotment Option | Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 200,000 | ||||||||||||
Share price | $ 5 | ||||||||||||
Gross proceeds from issuance of common stock | $ 500,000 | ||||||||||||
Net proceeds from issuance of common stock | 465,000 | ||||||||||||
Underwriting discounts and commissions | $ 35,000 | ||||||||||||
Over-allotment Option | Common Stock | Under Writers | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Over allotment option to purchase additional shares | 100,000 | ||||||||||||
Over-allotment Option | Common Stock | CEO's Family Trust | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Over allotment option to purchase additional shares | 100,000 | ||||||||||||
Series A Preferred Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 500,000 | ||||||||||||
Common stock, par value | 0.0001 | ||||||||||||
Preferred stock, liquidation preference per share | $ 0.25 | ||||||||||||
Series B Preferred Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,500,000 | ||||||||||||
Common stock, par value | 0.0001 | ||||||||||||
Preferred stock, liquidation preference per share | $ 0.50 | ||||||||||||
Series C Preferred Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Preferred stock, liquidation preference per share | $ 1.50 | ||||||||||||
Series A, Series B, and Series C, Preferred Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Stock split, conversion ratio | 1 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - Stock Options - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Outstanding beginning balance | 2,018,747 | 2,379,444 | |
Number of Shares, Granted | 106,000 | 295,000 | |
Number of Shares, Forfeited / Cancelled | (62,000) | (194,528) | |
Number of Shares, Exercised | (376,303) | (461,169) | |
Number of Shares, Outstanding ending balance | 1,686,444 | 2,018,747 | 2,379,444 |
Number of Shares, Exercisable ending balance | 1,501,085 | ||
Number of Shares, Vested and expected to vest ending balance | 1,680,883 | ||
Weighted Average Exercise Price, Outstanding beginning balance | $ 1.13 | $ 0.82 | |
Weighted Average Exercise Price, Granted | 2.14 | 1.61 | |
Weighted Average Exercise Price, Forfeited / Cancelled | 2.04 | 0.88 | |
Weighted Average Exercise Price, Exercised | 0.46 | 0.85 | |
Weighted Average Exercise Price, Outstanding ending balance | 1.32 | $ 1.13 | $ 0.82 |
Weighted Average Exercise Price, Exercisable ending balance | 1.14 | ||
Weighted Average Exercise Price, Vested and expected to vest ending balance | $ 1.31 | ||
Weighted Average Remaining Contractual Life (in years), Outstanding balance | 4 years 10 months 2 days | 4 years 29 days | 5 years 18 days |
Weighted Average Remaining Contractual Life (in years), Exercisable balance | 4 years 4 months 24 days | ||
Weighted Average Remaining Contractual Life (in years), Vested and expected to vest balance | 4 years 9 months 29 days | ||
Aggregate Intrinsic Value, Outstanding balance | $ 1,416,279 | $ 2,013,516 | $ 2,569,047 |
Aggregate Intrinsic Value, Exercisable balance | 1,411,839 | ||
Aggregate Intrinsic Value, Vested and expected to vest balance | $ 1,416,146 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Common Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares Outstanding | shares | 1,686,444 |
Number of Shares Exercisable | shares | 1,501,085 |
2000 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price Range | $ 0.75 |
2011 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price Range, Lower Limit | 0.46 |
Exercise Price Range, Upper Limit | $ 0.84 |
Number of Shares Outstanding | shares | 876,383 |
Weighted Average Remaining Contractual Life (in Years) | 2 years 11 months 1 day |
Weighted Average Exercise Price | $ 0.65 |
Number of Shares Exercisable | shares | 876,383 |
Weighted Average Remaining Contractual Life (in Years) | 2 years 11 months 1 day |
Weighted Average Exercise Price | $ 0.65 |
2015 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price Range, Lower Limit | 1.08 |
Exercise Price Range, Upper Limit | $ 1.95 |
Number of Shares Outstanding | shares | 641,061 |
Weighted Average Remaining Contractual Life (in Years) | 6 years 5 months 1 day |
Weighted Average Exercise Price | $ 1.68 |
Number of Shares Exercisable | shares | 577,621 |
Weighted Average Remaining Contractual Life (in Years) | 6 years 3 months 21 days |
Weighted Average Exercise Price | $ 1.65 |
2017 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price Range, Lower Limit | 2.43 |
Exercise Price Range, Upper Limit | $ 4.09 |
Number of Shares Outstanding | shares | 169,000 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 9 months 7 days |
Weighted Average Exercise Price | $ 3.38 |
Number of Shares Exercisable | shares | 47,081 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 7 months 2 days |
Weighted Average Exercise Price | $ 3.84 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Assumption to Calculate Weighted Average Grant Date Fair Value of Options Grant (Details) - Common Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class Of Stock [Line Items] | ||
Expected volatility, minimum | 43.70% | 45.90% |
Expected volatility, maximum | 44.40% | 47.00% |
Risk-free interest rate, minimum | 2.30% | 2.70% |
Risk-free interest rate, maximum | 2.49% | 3.00% |
Weighted average grant date fair value per share | $ 1.09 | $ 1.61 |
Grant date fair value of options vested | $ 706,417 | $ 536,666 |
Intrinsic value of options exercised | $ 559,237 | $ 559,433 |
Minimum | ||
Class Of Stock [Line Items] | ||
Expected term (in years) | 4 years 7 months 6 days | 5 years 4 months 24 days |
Maximum | ||
Class Of Stock [Line Items] | ||
Expected term (in years) | 5 years 10 months 24 days | 5 years 10 months 24 days |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding beginning balance | 173,335 | |
Number of Shares, Granted | 167,500 | 225,000 |
Number of shares, Vested | (116,665) | (44,165) |
Number of Shares, Cancelled | (7,500) | (7,500) |
Number of Shares, Outstanding ending balance | 216,670 | 173,335 |
Weighted Average Grant Date Fair Value, Granted | $ 2.43 | $ 4.13 |
Weighted Average Grant Date Fair Value, Vested | (3.86) | (4.14) |
Weighted Average Grant Date Fair Value, Cancelled | (2.34) | (4.17) |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding ending balance | $ 3.02 | $ 4.13 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 649,469 | $ 527,335 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 469,714 | 432,734 |
Production | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 70,243 | 20,263 |
Marketing and Selling | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 59,486 | 37,120 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 50,026 | $ 37,218 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class Of Stock [Line Items] | ||
Number of Shares, Beginning Warrants outstanding | 578,996 | 198,996 |
Number of Shares, Warrants granted | 69,766 | 380,000 |
Number of Shares, Warrants exercised | (17,815) | 0 |
Number of Shares, Ending Warrants outstanding | 630,947 | 578,996 |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding beginning balance | $ 4.32 | $ 1.11 |
Weighted Average Exercise Price, Warrant granted | 2.15 | 6 |
Weighted Average Exercise Price, Warrant exercised | 1.40 | 0 |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding ending balance | $ 4.16 | $ 4.32 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | ||
Defined contribution plan name | 401(k) | |
Employee pre-tax earnings | 20.00% | |
Maximum pretax contribution per employee | 100.00% | 100.00% |
Defined contribution plan, employer matching contribution, percent | 5.00% | 5.00% |
Contributions made by company | $ 376,878 | $ 323,828 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)ft² | Dec. 31, 2018USD ($) | |
Operating Leased Assets [Line Items] | ||
Operating lease, rent expense | $ | $ 692,158 | $ 630,830 |
Offices, Manufacturing and Warehouse Facility | Bressner Technology | ||
Operating Leased Assets [Line Items] | ||
Operating lease, area | 8,073 | |
Offices, Manufacturing and Warehouse Facility | Escondido, California | ||
Operating Leased Assets [Line Items] | ||
Operating lease, area | 24,032 | |
Operating lease renewal period | 2018-08 | |
Operating lease, expiration date | Aug. 31, 2024 | |
Offices, Manufacturing and Warehouse Facility | Salt Lake City, Utah | ||
Operating Leased Assets [Line Items] | ||
Operating lease, area | 3,208 | |
Offices, Manufacturing and Warehouse Facility | Irvine, California | CDI | ||
Operating Leased Assets [Line Items] | ||
Operating lease, area | 12,000 | |
Operating lease, expiration date | Jun. 30, 2021 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Commitments Under Operating Leases (Details) | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 713,471 |
2021 | 629,511 |
2022 | 548,686 |
2023 | 311,433 |
2024 | 211,734 |
Total minimum lease payments | $ 2,414,835 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Aug. 01, 2016 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||
Marketing and selling | $ 5,138,762 | $ 3,995,258 | ||
Interest expense on all the related party | $ 67,197 | 16,599 | ||
Former Chief Executive Officer of Magma | ||||
Related Party Transaction [Line Items] | ||||
Management service, description | The agreement calls for payments of $180,000 per year for the first two years paid in monthly installments. In year three, the amount is reduced to $37,500 for the year paid in monthly installments. Additionally, the Company granted 30,000 options in conjunction with execution of this agreement. | |||
Payments of management services for first two years | $ 180,000 | |||
Annual management services fees reduced to amount in year three | $ 37,500 | |||
Options granted | 30,000 | |||
Payments of management services | $ 21,875 | 120,625 | ||
Warrants | ||||
Related Party Transaction [Line Items] | ||||
Warrants exercise price | $ 5 | |||
Members of Board of Directors | Credit Facility [Member] | ||||
Related Party Transaction [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 4,000,000 | |||
Debt instrument, face amount | 1,150,000 | |||
Other Shareholders | Credit Facility [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, face amount | $ 350,000 | |||
Members of Board of Directors and Other Shareholders [Member] | Credit Facility [Member] | ||||
Related Party Transaction [Line Items] | ||||
Term of loan agreement | 2 years | |||
Interest rate | 9.50% | |||
Debt instrument, monthly / quarterly principal and interest payments | $ 69,000 | |||
Warrants to purchase common stock percentage equal to original principal | 10.00% | |||
Warrants exercise price | $ 2.15 | |||
Warrants to purchase common stock | 69,766 | |||
Members of Board of Directors and Other Shareholders [Member] | Credit Facility [Member] | Warrants | ||||
Related Party Transaction [Line Items] | ||||
Fair value of the warrant issued | $ 60,158 | |||
Board of Directors | ||||
Related Party Transaction [Line Items] | ||||
Marketing and selling | $ 40,006 | 34,495 | ||
Board of directors fees including stock-based Compensation | 160,726 | 183,579 | ||
Related Law Firm | General and Administrative | ||||
Related Party Transaction [Line Items] | ||||
Legal Fees | 37,800 | 208,178 | ||
IT Network Support Firm | General and Administrative | ||||
Related Party Transaction [Line Items] | ||||
Fees paid | $ 2,214 | $ 9,841 |
Income Taxes - Schedule of Pre-
Income Taxes - Schedule of Pre-tax Income (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic operations | $ (947,350) | $ (3,227,347) |
Foreign operations | 284,265 | 257,943 |
Pre-tax income (loss) | $ (663,085) | $ (2,969,404) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ (20,391) | |
State | $ 19,676 | 1,202 |
International | 439,662 | 109,998 |
Current income tax expense (benefit) | 459,338 | 90,809 |
Deferred: | ||
Federal | (164,662) | (817,523) |
State | (57,424) | (670,070) |
Deferred income tax expense (benefit) | (222,086) | (1,487,593) |
Total provision (benefit) for income taxes | $ 237,252 | $ (1,396,784) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Provision (Benefit) for Income Taxes Computed at Federal Statutory Rates Provision (Benefit) for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Provision at federal statutory rates (21% applied to earnings before income taxes) | $ (200,212) | $ (623,575) |
State income taxes, net of federal benefit | 38,764 | (556,019) |
Other permanent items | 320,208 | |
Research credits | (510,568) | (210,567) |
Transaction costs | 126,212 | |
Stock based compensation | (48,499) | (472,064) |
Amortization and impairment | 550,454 | |
Noncontrolling interest | 115,320 | |
Uncertain tax positions | 54,452 | (10,000) |
Other | 32,653 | 233,909 |
Total provision (benefit) for income taxes | $ 237,252 | $ (1,396,784) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Provision (Benefit) for Income Taxes Computed at Federal Statutory Rates Provision (Benefit) for Income Taxes (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 21.00% | 21.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Reserves | $ 21,677 | $ 18,877 |
Accrued expenses | 284,364 | |
Deferred compensation | 66,460 | 217,994 |
Stock compensation | 191,855 | |
Deferred revenue | 126,428 | 158,196 |
Inventories | 182,189 | 158,967 |
Credits and loss carryforward | 3,794,279 | 3,268,535 |
Total deferred tax assets before valuation allowance | 4,382,888 | 4,106,933 |
Less: valuation allowance | (178,593) | (183,048) |
Total deferred tax assets | 4,204,295 | 3,923,885 |
Deferred tax liabilities: | ||
Property and equipment | (369,004) | (151,927) |
Intangible assets | (527,447) | (1,009,293) |
Other | (288,021) | (257,033) |
Total deferred tax liabilities | (1,184,472) | (1,418,253) |
Net deferred tax assets | $ 3,019,823 | $ 2,505,632 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | $ 317,236 | $ 262,784 | $ 203,466 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 3,935,000 | 3,724,000 | $ 1,450,000 |
Percentage of taxable income for offsetting operating loss carryforwards | 80.00% | ||
Tax credit carryforwards | $ 1,430,000 | 1,256,000 | |
Tax credit carry forward expiration year | 2026 | ||
Federal | Accrued Expenses | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | $ 317,236 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 2,563,000 | ||
Tax credit carryforwards | $ 1,290,000 | $ 1,101,000 |
Income Taxes - Schedule of Re_3
Income Taxes - Schedule of Reconciliation Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits balance at beginning of period | $ 262,784 | $ 203,466 |
Gross increases for tax positions of the current year | 54,452 | 59,318 |
Unrecognized tax benefits balance at end of period | $ 317,236 | $ 262,784 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (900,337) | $ (1,136,278) |
Denominator: | ||
Weighted average common shares outstanding - basic | 15,148,613 | 12,586,513 |
Weighted average common shares outstanding - diluted | 15,148,613 | 12,586,513 |
Net loss per common share attributable to common stockholders: | ||
Basic | $ (0.06) | $ (0.09) |
Diluted | $ (0.06) | $ (0.09) |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Number of Reportable Segments | Segment | 3 | |
Germany | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Exception of Long-Lived Assets | $ | $ 248,247 | |
Revenue | Customer Concentration Risk | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Concentration risk, percentage | 41.00% | 53.00% |
Revenue | Customer Concentration Risk | International | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Concentration risk, percentage | 62.00% | 57.00% |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Income (Loss) from Operations by Reporting Segments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Revenue | $ 58,308,019 | $ 37,027,382 |
Cost of revenues | (38,905,756) | (25,692,658) |
Gross profit | $ 19,402,263 | $ 11,334,724 |
Gross profit % | 33.30% | 30.60% |
Total operating expenses | $ (20,181,282) | $ (14,510,313) |
Income (loss) from operations | (779,019) | (3,175,589) |
OSS Segment | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Revenue | 37,518,074 | 32,516,105 |
Cost of revenues | (22,799,121) | (22,148,191) |
Gross profit | $ 14,718,953 | $ 10,367,914 |
Gross profit % | 39.20% | 31.90% |
Total operating expenses | $ (13,062,251) | $ (13,455,931) |
Income (loss) from operations | 1,656,702 | (3,088,017) |
CDI Segment | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Revenue | 2,537,334 | 755,259 |
Cost of revenues | (1,963,691) | (748,230) |
Gross profit | $ 573,643 | $ 7,029 |
Gross profit % | 22.60% | 0.90% |
Total operating expenses | $ (3,329,176) | $ (324,012) |
Income (loss) from operations | (2,755,533) | (316,983) |
Bressner Segment | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Revenue | 18,252,611 | 3,756,018 |
Cost of revenues | (14,142,944) | (2,796,237) |
Gross profit | $ 4,109,667 | $ 959,781 |
Gross profit % | 22.50% | 25.60% |
Total operating expenses | $ (3,789,855) | $ (730,370) |
Income (loss) from operations | $ 319,812 | $ 229,411 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Mar. 26, 2020USD ($)Installment | Feb. 15, 2020shares | Feb. 10, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Restricted Stock Units (RSUs) | |||||
Subsequent Event [Line Items] | |||||
Shares granted | 167,500 | 225,000 | |||
Subsequent Event | Lender | |||||
Subsequent Event [Line Items] | |||||
Non-interest bearing convertible note | $ | $ 5,000,000 | ||||
Original issue discount rate | 10.00% | ||||
Subsequent Event | Lender | Tranche One | |||||
Subsequent Event [Line Items] | |||||
Non-interest bearing convertible note | $ | $ 3,000,000 | ||||
Debt maturity term | 3 months | ||||
Subsequent Event | Lender | Tranche Two | |||||
Subsequent Event [Line Items] | |||||
Non-interest bearing convertible note | $ | $ 2,000,000 | ||||
Debt maturity term | 7 months | ||||
Number of note repayable installments | Installment | 22 | ||||
Subsequent Event | Restricted Stock Units (RSUs) | |||||
Subsequent Event [Line Items] | |||||
Vesting period | 3 years | ||||
Vesting description | The RSU’s vest over three years, with equal semi-annual installments over a period of three years | ||||
Issuance of common stock | 20,000 | ||||
Subsequent Event | Stock Options | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock | 3,750 | ||||
John W. Morrison, Jr. | Subsequent Event | Restricted Stock Units (RSUs) | |||||
Subsequent Event [Line Items] | |||||
Shares granted | 15,000 | ||||
Jim Ison | Subsequent Event | Restricted Stock Units (RSUs) | |||||
Subsequent Event [Line Items] | |||||
Shares granted | 15,000 | ||||
Steve Cooper | Subsequent Event | Termination | |||||
Subsequent Event [Line Items] | |||||
Exercise of options or RSU's on net exercise after tax basis | 611,250 | ||||
Issuance of common stock | 203,669 |