Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | OSS | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | One Stop Systems, Inc. | |
Entity Central Index Key | 0001394056 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 18,510,415 | |
Entity File Number | 001-38371 | |
Entity Tax Identification Number | 33-0885351 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2235 Enterprise Street #110 | |
Entity Address, City or Town | Escondido | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92029 | |
City Area Code | 760 | |
Local Phone Number | 745-9883 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 19,614,315 | $ 6,316,921 |
Accounts receivable, net | 5,733,675 | 7,458,383 |
Inventories, net | 9,548,960 | 9,647,504 |
Prepaid expenses and other current assets | 889,043 | 655,708 |
Total current assets | 35,785,993 | 24,078,516 |
Property and equipment, net | 3,368,959 | 3,487,178 |
Deposits and other | 45,136 | 81,709 |
Deferred tax assets, net | 3,638,073 | 3,698,593 |
Goodwill | 7,120,510 | 7,120,510 |
Intangible assets, net | 498,357 | 662,257 |
Total Assets | 50,457,028 | 39,128,763 |
Current liabilities | ||
Accounts payable | 2,735,695 | 976,420 |
Accrued expenses and other liabilities | 3,585,102 | 3,481,444 |
Current portion of notes payable, net of debt discount of $292 and $2,047, respectively (Note 7) | 1,190,065 | 1,365,204 |
Current portion of related party notes payable, net of debt discount of $962 and $6,726, respectively (Note 7) | 50,685 | 199,943 |
Current portion of senior secured convertible note, net of debt discounts of $165,731 and $256,242, respectively (Note 7) | 2,288,814 | 1,789,212 |
Total current liabilities | 9,850,361 | 7,812,223 |
Senior secured convertible note, net of current portion and debt discounts of $0 and $14,107 (Note 7) | 136,364 | 531,347 |
Paycheck protection program note payable (Note 7) | 1,499,360 | 1,499,360 |
Total liabilities | 11,486,085 | 9,842,930 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Common stock, $.0001 par value; 50,000,000 shares authorized; 18,502,902 and 16,684,424 shares issued and outstanding, respectively | 1,850 | 1,668 |
Additional paid-in capital | 40,652,472 | 30,758,354 |
Accumulated other comprehensive income | 37,159 | 287,547 |
Accumulated deficit | (1,720,538) | (1,761,736) |
Total stockholders’ equity | 38,970,943 | 29,285,833 |
Total liabilities and stockholders' equity | $ 50,457,028 | $ 39,128,763 |
UNAUDITED CONSOLIDATED BALANC_2
UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt discount on notes payable, current | $ 81,931 | |
Debt discount on senior secured convertible note, current | 165,731 | $ 256,242 |
Debt discount on senior secured convertible note, noncurrent | $ 0 | $ 14,107 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 18,502,902 | 16,684,424 |
Common stock, shares outstanding | 18,502,902 | 16,684,424 |
Notes Payable | ||
Debt discount on notes payable, current | $ 292 | $ 2,047 |
Related Parties | ||
Debt discount on notes payable, current | $ 962 | $ 6,726 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 13,315,752 | $ 13,359,637 |
Cost of revenue | 8,882,968 | 9,963,950 |
Gross profit | 4,432,784 | 3,395,687 |
Operating expenses: | ||
General and administrative | 2,157,619 | 2,514,065 |
Marketing and selling | 1,167,901 | 1,189,351 |
Research and development | 832,233 | 1,203,425 |
Total operating expenses | 4,157,753 | 4,906,841 |
Income (loss) from operations | 275,031 | (1,511,154) |
Other income (expense), net: | ||
Interest income | 5,300 | 24,637 |
Interest expense | (149,982) | (68,784) |
Other income (expense), net | (28,629) | (8,029) |
Total other income (expense), net | (173,311) | (52,176) |
Income (loss) before income taxes | 101,720 | (1,563,330) |
Provision (benefit) for income taxes | 60,522 | (467,298) |
Net income (loss) | $ 41,198 | $ (1,096,032) |
Net income (loss) per share: | ||
Basic | $ 0 | $ (0.07) |
Diluted | $ 0 | $ (0.07) |
Weighted average common shares outstanding: | ||
Basic | 17,348,164 | 16,332,898 |
Diluted | 18,642,061 | 16,332,898 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) | $ 41,198 | $ (1,096,032) |
Other comprehensive loss: | ||
Currency translation adjustment | (250,388) | (55,567) |
Total other comprehensive loss | (250,388) | (55,567) |
Comprehensive loss | $ (209,190) | $ (1,151,599) |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid-in Capital | Noncontrolling Interest | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
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 | |||||
Stock-based compensation | 207,761 | 207,761 | ||||
Exercise of stock options | 57,000 | $ 35 | 56,965 | |||
Exercise of stock options, Shares | 354,914 | |||||
Return of capital upon dissolution of SkyScale | (500) | $ (500) | ||||
Taxes paid on net issuance of employee stock options | (656,845) | (656,845) | ||||
Currency translation adjustment | (55,567) | (55,567) | ||||
Net Income (loss) | (1,096,032) | (1,096,032) | ||||
Balance at Mar. 31, 2020 | 27,221,979 | $ 1,647 | 30,144,896 | (73,340) | (2,851,224) | |
Balance, Shares at Mar. 31, 2020 | 16,476,661 | |||||
Balance at Dec. 31, 2020 | 29,285,833 | $ 1,668 | 30,758,354 | 287,547 | (1,761,736) | |
Balance, Shares at Dec. 31, 2020 | 16,684,424 | |||||
Stock-based compensation | 438,394 | 438,394 | ||||
Exercise of stock options, RSU's and warrants | 278,968 | $ 32 | 278,936 | |||
Exercise of stock options, RSU's and warrants, Shares | 321,472 | |||||
Proceeds from issuance of stock, net of issuance costs | 9,221,190 | $ 150 | 9,221,040 | |||
Proceeds from issuance of stock, net of issuance costs, Shares | 1,497,006 | |||||
Taxes paid on net issuance of employee stock options | (44,252) | (44,252) | ||||
Currency translation adjustment | (250,388) | (250,388) | ||||
Net Income (loss) | 41,198 | 41,198 | ||||
Balance at Mar. 31, 2021 | $ 38,970,943 | $ 1,850 | $ 40,652,472 | $ 37,159 | $ (1,720,538) | |
Balance, Shares at Mar. 31, 2021 | 18,502,902 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Proceed from issuance of stock, issuance costs | $ 778,810 |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 41,198 | $ (1,096,032) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Deferred benefit for income taxes | (59,290) | (441,282) | |
(Gain) on disposal of property and equipment | (1,542) | ||
Provision for bad debt | (16,590) | (2,405) | |
Warranty reserves | 13,944 | 5,075 | |
Amortization of deferred gain | (41,479) | ||
Amortization of intangibles | 163,900 | 174,525 | |
Depreciation | 216,878 | 221,300 | |
Inventory reserves | 154,335 | 148,418 | |
Amortization of debt discount | 61,210 | 7,520 | |
Stock-based compensation expense | 438,394 | 207,761 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,697,901 | 2,530,072 | |
Inventories | (223,160) | (1,826,564) | |
Prepaid expenses and other current assets | (152,561) | (386,005) | |
Accounts payable | 1,795,141 | (275,428) | |
Accrued expenses and other liabilities | 159,766 | 54,293 | |
Net cash provided by (used in) operating activities | 4,291,066 | (721,773) | $ (250,173) |
Cash flows from investing activities: | |||
Purchases of property and equipment, including capitalization of labor costs for test equipment and ERP | (121,759) | (200,049) | |
Proceeds from sales of property and equipment | 1,542 | ||
Net cash used in investing activities | (121,759) | (198,507) | |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options and warrants | 278,968 | 57,000 | |
Payment of payroll taxes on net issuance of employee stock options | (44,252) | (656,845) | |
Proceeds from issuance of stock | 10,000,000 | ||
Stock issuance costs | (778,810) | ||
Net (repayment) borrowings on bank lines of credit | (80,117) | (430,313) | |
Net repayments on related-party notes payable | (155,022) | (141,042) | |
Net repayments on notes payable | (47,174) | (42,919) | |
Net cash provided by (used in) financing activities | 9,173,593 | (1,214,119) | |
Net change in cash and cash equivalents | 13,342,900 | (2,134,399) | |
Effect of exchange rates on cash | (45,506) | (12,916) | |
Cash and cash equivalents, beginning of period | 6,316,921 | 5,185,321 | 5,185,321 |
Cash and cash equivalents, end of period | 19,614,315 | 3,038,006 | $ 6,316,921 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 83,392 | $ 22,369 | |
Cash paid during the period for income taxes | $ 80,629 |
The Company and Basis of Presen
The Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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 wholly owned subsidiary in Germany, One Stop Systems, GmbH (“OSS GmbH”). During July 2016, the Company acquired Mission Technologies Group, Inc. (“Magma”) and its operations. 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. As a result of changes in the competitive landscape and downward pressure on pricing from large competitors, the members of the SkyScale joint venture agreement agreed to dissolve SkyScale and ceased operations as of December 31, 2018. On August 31, 2018, the Company acquired Concept Development Inc. (“CDI”) located in Irvine, California. CDI specializes in the design and manufacture of custom high-performance computing systems for airborne in-flight entertainment and networking systems. CDI has been fully integrated into the core operations of OSS as of June 1, 2020. On October 31, 2018, OSS GmbH acquired 100% of the outstanding stock of Bressner Technology GmbH, a Germany limited liability company located near Munich, Germany (“Bressner”). Bressner provides standard and customized servers, panel PCs, and PCIe expansion systems. Bressner also provides manufacturing, test, and sales and marketing services for customers throughout Europe. Liquidity, Going Concern Considerations and Management Plans Given our recurring 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; (iii) the July 2019 sale of 1,554,546 shares of the Company’s common stock for net cash proceeds of $2,488,148; (iv) the April 24, 2020 sale of $3,000,000 of Senior Secured Convertible Promissory Notes issued at a 10% original issue discount; (v) receipt of approximately $1,500,000 on April 28, 2020 of government loan proceeds under the Paycheck Protection Program, and (vi) a receipt of approximately $9,221,000 on March 3, 2021 in a registered direct offering. As of March 31, 2021, the Company’s cash and cash equivalents were $19,614,315 and working capital was $25,935,632. Cash and cash equivalents held by Bressner totaled $1,263,430 (USD) at March 31, 2021. Bressner’s debt covenants do not permit the use of these funds by its parent company. During the three month period ended March 31, 2021, the Company experienced an operating income of $275,031, with cash generated by operating activities of $4,291,066. During the year ended December 31, 2020, the Company experienced an operating loss of $424,281, with cash used in operating activities of $250,173. The Company’s revenue growth during the prior year slowed due to the effects of COVID-19. However, resulting from a reduction in force and strict cost containment, the Company has been able to mitigate the effects, to some degree, of the reduced revenue attributable to the economic impact of COVID-19. In March 2020, the World Health Organization declared the outbreak of COVID-19, a global pandemic and the United States federal government declared it a national emergency. COVID-19 continues to impact worldwide economic activity. A public health pandemic, including COVID-19, poses the risk that we or our employees, contractors, customers, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. More generally, COVID-19 raises the possibility of an extended global economic downturn, which could affect demand for our products and services, and impact our results and financial condition even after the pandemic is contained and remediation/restriction measures are lifted. For example, we may be unable to collect receivables from customers that are significantly impacted by COVID-19. Also, a decrease in orders in a given period could negatively affect our revenues in future periods. COVID-19 may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our December 31, 2020 Annual Report on Form 10-K filed March 25, 2021, including risks associated with our customers and supply chain. We will continue to evaluate the nature and extent of the impact of COVID-19 to our business. Presently, it is clear the global economy has been negatively impacted by COVID-19, and demand for some of our products and services have been reduced due to uncertainty and the economic impact of COVID-19. In particular, in the media and entertainment industry, demand for the use of outdoor media equipment has been impacted due to restrictions on public gatherings. Until such restrictions improve, we expect that demand for certain of our clients’ products and services will be limited, and may not return to prior levels, and thus, may impact our financial results and operations. Specifically, our business has also begun to be negatively affected by a range of external factors related to COVID-19 that are not within our control. For example, numerous measures have been implemented by governmental authorities across the globe to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, restrictions and limitations of public gatherings, and business limitations and shutdowns. Many of our customers’ businesses have been severely impacted by these measures and some have been required to reduce employee headcount as a result. If a significant number of our customers are unable to continue as a going concern, this would have an adverse impact on our business and financial condition. Though management has been proactively managing through the current known impacts, if the situation further deteriorates or the outbreak results in further restriction on supply and demand factors, our cash flows, financial position and operating results for year 2021 and beyond will be negatively impacted. Neither the length of time nor the magnitude of the negative impacts can be presently determined. The longer the COVID-19 pandemic persists, the greater the potential for significant adverse impact to our business operations. Quarantines, travel restrictions, prohibitions on non-essential gatherings, shelter-in-place orders and other similar directives and policies intended to reduce the spread of the disease, may reduce our productivity and that of the third parties on which we rely and may disrupt and delay many aspects of our business. The Company is complying with state mandated requirements for safety in the workplace to ensure the health, safety and welling-being of our employees. These measures included personal protective equipment, social distancing, and cleanliness of the facilities and daily monitoring of the health of employees in our facilities. We have not developed a specific and comprehensive contingency plan designed to address the challenges and risks presented by the COVID-19 pandemic, even if and when we do develop such a plan, there can be no assurance that such plan will be effective in mitigating the potential adverse effects on our business, financial condition and results of operations. Management’s plans with respect to the above is to continue its efforts towards responding to the changing economic landscape attributable to COVID-19, to continue to reduce costs, conserve cash, strengthen margins, and improve company-wide execution. Specific actions already implemented by management include a reduction in force, a limited freeze on hiring, reduced work week, minimizing overtime, travel and entertainment, and contractor costs. On April 7, 2020, the Company implemented a cost reduction plan which included the termination of certain employees and elimination of certain costs. Savings from this effort are estimated to be $2.5 million on an annual basis. While management expects these actions to result in prospective cost reductions, management is also committed 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 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, preferred stock, debt securities, warrants to purchase its common stock, preferred stock or debt securities, subscription rights to purchase its common stock, preferred stock or debt securities and\or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that the Company will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. ▪ On April 24, 2020, the Company completed a $6.0 million debt financing on a non-interest bearing convertible note with a 10% original issue discount. The first tranche of $3.0 million was received on April 27, 2020, with an additional $3.0 million available seven months from the date of closing at the option of the Company conditioned upon meeting certain requirements which have been satisfied. The note is repayable in twenty-two installments beginning three months after closing in cash or shares of the Company’s common stock. ▪ On March 1, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 1,497,006 shares of the Company’s common stock, par value $0.0001 per share, to the purchaser at an offering price of $6.68 per share. The registered offering was conducted pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-231513), which was initially filed with the Securities and Exchange Commission on May 15, 2019; and was declared effective on June 19, 2019. As compensation for their services, the Company paid to the placement agents a fee equal to 7% of the gross proceeds received by the Company as a result of the registered offering, and reimbursed the placement agents for certain expenses incurred in connection with such offering. The net proceeds from the registered offering are approximately $9.2 million after deducting certain fees due to the placement agents’ and the Company’s transaction expenses. The net proceeds received by the Company will be used for general corporate and working capital purposes. As a result of management’s cost reduction plans, the Company’s 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 consolidated 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”). The unaudited consolidated financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). The accompanying interim unaudited consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest year ended December 31, 2020. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 2020 audited consolidated financial statements have been omitted from these interim unaudited consolidated financial statements. The Company evaluated all subsequent events and transactions through the date of filing this report. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying condensed financial statements. Operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the audited consolidated financial statements and notes for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2021. Principles of Consolidation The accompanying consolidated financial statements include the accounts of OSS, which include the acquisition of Concept Development Inc., its wholly owned subsidiary, OSS GmbH, which also includes the acquisition of Bressner Technology GmbH. Intercompany balances and transactions have been eliminated in consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES There have been no changes to our accounting policies disclosed in our audited consolidated financial statements and the related notes for the year ended December 31, 2020. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. On an ongoing basis, our management evaluates these estimates and assumptions, including those related to determination of standalone selling prices of our products and services, allowance for doubtful account and sales reserves, income tax valuations, stock-based compensation, goodwill, intangible assets and inventory valuations and recoverability. We base our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. As of March 31, 2021, we had approximately $3.6 million in net deferred tax assets (DTAs). These DTAs include approximately $5.1 million related to net operating loss carryforwards that can be used to offset taxable income in future periods and reduce our income taxes payable in those future periods. At this time, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs. However, it is possible that economic conditions may On March 11, 2021, Congress passed, and the President signed into law, the American Rescue Plan Act, 2021 (the “ARP”), which includes certain business tax provisions. At this point we do not believe that these changes will have a material impact on our income tax provision for 2021. We will continue to evaluate the impact of new legislation on our financial position, results of operations, and cash flows. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or assumptions or a revision of the carrying value of our assets or liabilities as of the date of this Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Recently Implemented Accounting Pronouncements In September 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting t materially impact the Company’s consolidated financial statements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Accounting for financial instruments with down rounds features (i) , and the existence of s often result in an accounting conclusion that the evaluated feature or instrument is i was adopted early by the Company on April 1, 2020 ’s April 2020 convertible note payable described in Note 7 possesses In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable Net Current [Abstract] | |
Accounts Receivable | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consists of the following: March 31, December 31, 2021 2020 Accounts receivable $ 5,749,660 $ 7,491,397 Unbilled receivables 4 106 5,749,664 7,491,503 Less: allowance for doubtful accounts (15,989 ) (33,120 ) $ 5,733,675 $ 7,458,383 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. Provision for bad debt expense related to accounts receivable was ($16,590) and ($2,405) for the three month periods ended March 31, 2021 and 2020, respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – INVENTORIES Inventories, net consist of the following: March 31, December 31, 2021 2020 Raw materials $ 4,014,408 $ 5,210,327 Sub-assemblies 208,453 255,699 Work-in-process 768,473 407,328 Finished goods 5,218,864 4,424,603 10,210,198 10,297,957 Less: reserves for obsolete and slow-moving inventories (661,238 ) (650,453 ) $ 9,548,960 $ 9,647,504 |
Long-Lived Intangible Assets
Long-Lived Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Long-Lived Intangible Assets | NOTE 5 – LONG LIVED INTANGILE ASSETS Definite lived intangible assets related to acquisition are as follows, as of March 31, 2021: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 7 to 29 months $ 2,084,515 $ (1,695,302 ) $ 389,213 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 7 months 447,274 (383,202 ) 64,072 Non-compete 36 months 7 months 246,797 (201,725 ) 45,072 $ 3,538,793 $ (3,040,436 ) $ 498,357 Definite lived intangibles assets related to acquisitions are as follows, as of December 31, 2020: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 10 to 32 months $ 2,084,515 $ (1,578,178 ) $ 506,337 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 10 months 447,274 (355,742 ) 91,532 Non-compete 36 months 10 months 246,797 (182,409 ) 64,388 $ 3,538,793 $ (2,876,536 ) $ 662,257 As of March 31, 2021, amortization expense of the definite lived intangible assets for the years remaining is as follows: 2021 2022 2023 Total $ 392,972 $ 63,231 $ 42,154 $ 498,357 Amortization expense recognized during the three months ended March 31, 2021 and 2020 was $163,900 and $174,525, respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | NOTE 6 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: March 31, December 31, 2021 2020 Accrued compensation and related liabilities $ 992,810 $ 932,988 Deferred revenue and customer deposits 1,281,663 1,096,672 Warranty reserve 425,377 425,636 Deferred rent 292,890 312,909 Other accrued expenses 592,362 713,239 $ 3,585,102 $ 3,481,444 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 7 – DEBT Bank Lines of Credit Bressner Technology GmbH has two revolving lines of credit with German institutions totaling €2,200,000 (US$2,578,904). Borrowing under the lines of credit bear interest at a variable rate of Euribor plus a stated rate. The current rates for the lines of credit are 3.89% and 4.0%. One million euros of the credit line expires in January 2024, with the remaining balance being open indefinitely or until occurrence of a defined change of control event. There were no outstanding lines of credit balances as of March 31, 2021 and December 31, 2020. Foreign Debt Obligations Bressner Technology GmbH has two term loans outstanding as of March 31, 2021 with a total balance outstanding of €1,000,000 (US$1,174,343) as follows: On April 9, 2020, Bressner converted €500,000 of its line of credit from UniCredit Bank to a one-year term loan at 1.9% interest with a balloon payment of principal and interest due upon maturity. The balance outstanding as of March 31, 2021 and December 31, 2020 is €500,000 (US$587,171, $611,406, respectively); Bressner entered into a note payable in June 2019 in the amount of €500,000 (US$586,189) which bears interest at 1.70% and matured on June 25, 2020 with a balloon payment of principal and interest. This loan was subsequently extended to June 18, 2021, with an interest rate of 1.87% The amount outstanding as of March 31, 2021 and December 31, 2020 is €500,000 (US$587,172, $611,406, respectively); Bressner entered into a note payable in April 2019 in the amount of €500,000 (US$586,189) 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 March 31, 2021 and December 31, 2020 is €0 (US$0) and €66,446 (US$81,251), respectively; Bressner entered into a note payable in September 2019 in the amount of €300,000 (US$336,810) which bore interest at 1.65% and matured on March 24, 2020, with a balloon payment of principal and interest. The outstanding balance was paid in full as of March 31, 2020; and Bressner entered into a note payable in September 2017, in the amount of €400,000 (US$436,272) which bore interest at 2.125% and matured on January 31, 2020 and has been paid in full. 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. The balance outstanding as of March 31, 2021 and December 31, 2020 is $16,014 and $63,188, respectively. Notes Payable – Related Parties 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. The balance outstanding as of March 31, 2021 and December 31, 2020 is $51,647 and $206,669, respectively. Paycheck Protection Program Loan On April 28, 2020, One Stop Systems, Inc. received authorization pursuant to the Paycheck Protection Program (PPP) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”) for a “PPP” loan. On May 11, 2020, the Loan was funded, and the Company received proceeds in the amount of $1,499,360 (the “PPP Loan”). The PPP Loan, which took the form of a two-year promissory note (the “PPP Note”), matures on April 28, 2022 and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), was initially to commence on October 28, 2020. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The PPP Note provides for customary events of default, including, among others, those relating to failure to make payment, breaches of any term, obligation, covenant, or condition contained in the PPP Note and payment of unauthorized expenses or use of proceeds contrary to CARES Act rules. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges. Under the original rules, all or a portion of the PPP Loan may be forgiven by the SBA and lender upon application by the Company beginning 60 days but not later than 120 days after loan approval and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the eight-week period beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. However, the Paycheck Protection Program Flexibility Act of 2020 (the “PPP Flexibility Act”), enacted on June 5, 2020, amended from the date the PPP Loan was originated, during which PPP funds need to be expended in order to be forgiven; (ii) at least 60% of PPP funds must be spent on payroll costs, with the remaining 40% available to spend on other eligible expenses; (iii) payments are deferred until the date on which the amount of forgiveness determined is remitted to the lender, and if a borrower fails to seek forgiveness within 10 months after the last day of its covered period, then payments will begin on the date that is 10 months after the last day of the covered period; and (iv) the PPP Flexibility Act modified the CARES Act by increasing the maturity date for loans made after the effective date from two years to a minimum maturity of five years from the date on which the borrower applies for loan forgiveness. Existing PPP loans made before the new legislation retain their original two-year term, but may be renegotiated between a lender and a borrower to match the 5-year term permitted under the PPP Flexibility Act. The Company has submitted an application with the lender to forgive the PPP Loan, in accordance with SBA Procedural Notice, Control No. 5000-20057, effective as of October 2, 2020. Because the Company expects the PPP loan to be forgiven in full, all related amounts have been presented as noncurrent liabilities (See Note 13). Senior Secured Convertible Note: On April 20, 2020, the Company entered into a Securities Purchase Agreement with an institutional investor, providing for the issuance of the Company’s Senior Secured Convertible Promissory Notes with a principal face amount of up to $6,000,000. The notes are, subject to certain conditions, convertible into shares of the Company’s common stock, par value $0.0001 per share, at an initial conversion price per share of $2.50. The notes will be issued with a 10% original issue discount. At the initial closing of this offering, the Company issued notes of $3,000,000, and can consummate additional closings of up to $3,000,000, subject to the prior satisfaction of certain closing conditions which have been satisfied. The initial investor purchased the notes for an aggregate purchase price of $2,700,000 at the initial closing. The notes bear no interest rate (except upon event of default) and, unless earlier converted or redeemed, will mature on April 1, 2022. The Notes are convertible at any time, in whole or in part, at the option of the investors, into shares of common stock at the initial conversion price of $2.50 per share. The conversion price is subject to adjustment for issuances of securities below the conversion price then in effect and for stock splits, combinations or similar events. If immediately following the close of business on the six month anniversary of the issuance date of each note, the conversion price then in effect exceeds 135% of the volume weighted average price VWAP (the “Market Price”), the initial conversion price under any such note will be automatically lowered to the Market Price. Commencing July 1, 2020, the Company has made monthly amortization payments equal to 1/22nd of the initial principal, any accrued and unpaid interest and late charges and any deferred or accelerated amount, of such note, which may be satisfied in cash at a redemption price equal to 105% of such installment amount (110% of such installment amount on notes issued at additional closings). As of March 31, 2021, the holder has elected to defer receipt of three installment payments as allowed per the agreement. Subject to the satisfaction of certain equity conditions set forth in the notes, installment amounts may be satisfied in shares of our common stock, with such installment conversion at a conversion price equal to the lower of (i) the conversion price then in effect; and (ii) the greater of (x) the floor price of $1.00 (80% of the Nasdaq market price at date of purchase agreement) and (y) the lower of (I) 82.5% the volume weighted average price of our common stock on the trading day immediately before the applicable installment date and (II) 82.5% of the quotient of (A) the sum of the volume weighted average price of our common stock for each of the three (3) trading days with the lowest volume weighted average price of our common stock during the twenty (20) consecutive trading day period ending and including the trading day immediately prior to the applicable installment date, divided by (B) three (3). Shares of our common stock to be issued with respect to any such installment will be pre-delivered on the second trading day after the applicable installment notice date (as defined in the notes) with a true-up on the applicable installment date. The market value of any installment amount below the floor price will be cash settled on the applicable installment date. Management evaluated the embedded conversion feature to determine whether bifurcation was required as a separate derivative liability. Management first determined that the conversion feature was not within the scope of ASC 480. It then determined that the embedded derivative should be separated from the host instrument and accounted for as a derivative instrument because it met the criteria of ASC 815-15-25-1, primarily because the contract provides for delivery of an asset that puts the recipient in substantially the same position as net settlement. However, in part due to the Company’s adoption of ASC 2017-11 on April 1, 2020, which allowed management to disregard the down round provisions of the conversion feature, management determined that a scope exception to derivative accounting existed by satisfying the additional conditions necessary for equity classification specified by ASC 815-10-15-74 and ASC 815-40-25. As a result of management’s analysis, the conversion feature was not accounted for separately from the debt instrument and the Company will recognize the contingent beneficial conversion feature when, or if, such is triggered. The original issue discount of 10% on the Senior Secured Convertible Note was recorded as a debt discount, decreasing the note payable. This debt discount is amortized to interest expense using the effective interest rate method over the term of the loan. For the three months ended March 31, 2021, total debt discount amortization was $50,928, and such amount is included in interest expense in the accompanying consolidated statements of operations. Debt issuance costs in the amount of $316,274 related to this indebtedness were deducted from the face value of the note. Such costs are amortized to interest expense using the effective interest rate method over the term of the loan. Total debt issuance costs amortized during the three months ended March 31, 2021 was $53,690, and such amount is included in interest expense in the accompanying consolidated statements of operations. Debt Discount The relative fair value of warrants issued in connection with the notes payable described above 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 three month periods ended March 31, 2021 and 2020, total debt discount amortization was $7,519 and $7,520, respectively, and such amounts are included in interest expense in the accompanying consolidated statements of operations. A summary of outstanding debt obligations as of March 31, 2021 is as follows: Loan Description Current Interest Rate Maturity Date Balance (Euro) Balance ($) Current Portion Long-term Portion Domestic: Notes payable - third party 9.50% April-21 € - $ 16,014 $ 16,014 $ - Related party notes payable 9.50% April-21 - 51,647 51,647 - Convertible senior secured note 10% OID April-22 - 2,590,909 2,454,545 136,364 PPP loan 1.00% April-22 - 1,499,360 - 1,499,360 € - $ 4,157,930 $ 2,522,206 $ 1,635,724 Foreign: Uni Credit Bank AG 1.87% June-21 € 500,000 $ 587,171 $ 587,171 $ - Uni Credit Bank AG 1.90% April-21 500,000 587,172 587,172 - € 1,000,000 $ 1,174,343 $ 1,174,343 $ - $ 5,332,273 $ 3,696,549 $ 1,635,724 Outstanding debt obligations as of March 31, 2021 consist of the following: Period Ended March 31, 2021 Related Parties Third Parties Convertible Note PPP Loan Foreign Total Current portion: Principal $ 51,647 $ 16,014 $ 2,454,545 $ - $ 1,174,343 $ 3,696,549 Less discount (962 ) (292 ) (80,677 ) - - (81,931 ) Less loan origination costs - - (85,054 ) - - (85,054 ) Net liability $ 50,685 $ 15,722 $ 2,288,814 $ - $ 1,174,343 $ 3,529,564 Long-term portion: Principal $ - $ - $ 136,364 $ 1,499,360 $ - $ 1,635,724 Less discount - - - - - - Less loan origination costs - - - - - - Net liability $ - $ - $ 136,364 $ 1,499,360 $ - $ 1,635,724 Total: Principal $ 51,647 $ 16,014 $ 2,590,909 $ 1,499,360 $ 1,174,343 $ 5,332,273 Less discount (962 ) (292 ) (80,677 ) - - (81,931 ) Less loan origination costs - - (85,054 ) - - (85,054 ) Net liability $ 50,685 $ 15,722 $ 2,425,178 $ 1,499,360 $ 1,174,343 $ 5,165,288 Total future principal payments under notes payable and related party notes payable as of March 31, 2021 are as follows: Period Ending March 31, Related Parties Third Parties Convertible Note PPP Loan Foreign Total Discount / Loan Original Costs 2022 $ 51,647 $ 16,014 $ 2,454,545 $ - $ 1,174,343 $ 3,696,549 $ (166,985 ) 2023 - - 136,364 1,499,360 - 1,635,724 - Total minimum payments 51,647 16,014 2,590,909 1,499,360 1,174,343 5,332,273 (166,985 ) Current portion of notes payable (51,647 ) (16,014 ) (2,454,545 ) - (1,174,343 ) (3,696,549 ) 166,985 Notes payable, net of current portion $ - $ - $ 136,364 $ 1,499,360 $ - $ 1,635,724 $ - |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 8 – 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. Stock Options Effective June 24, 2020, the Company entered into an employment agreement with Mr. Raun to serve as the Company’s president and chief executive officer. Pursuant to the terms of the employment agreement, Mr. Raun is entitled to receive 412,125 restricted stock units (“RSUs”) that shall vest over three years, with one third of the RSUs vesting following the one-year anniversary of the date of grant, and the remaining RSUs vesting in four equal installments, commencing six months after the one-year anniversary of the date of grant and every six months thereafter until fully vested; and 412,125 Incentive Stock Options (“ISOs”) pursuant to the Company’s 2017 Equity Incentive Plan, whereby the exercise price for the ISOs shall be no less than the fair market value of the Company’s common stock at the date of grant, ($2.14). The ISOs shall vest at the end of each of the second and fourth quarters, the price of the Company’s common stock as of the end of quarter two or quarter four, as applicable, shall be determined using the ten-day trailing volume weighted average price (“VWAP”) after reporting of quarter two and quarter four earnings, as applicable. The date of each such determination shall be referred to as a “Determination Date.” If on any Determination Date the Company’s stock price has increased from the prior Determination Date, then a portion of the ISOs shall become vested. The number of ISOs that shall become vested on a Determinate Date is determined as follows: ((Price at Determination Date – Price at prior Determination Date) x 100) * 1,177.52 = Vested ISOs. If on any Determination Date the Company’s stock price is $5.50 per share, all ISOs shall immediately become vested. In the event that Mr. Raun’s employment agreement is terminated for a reason other than “good cause” or for “good reason”, Mr. Raun, upon executing an effective waiver and release of claims, unvested RSUs shall accelerate so that an additional twelve (12) months of RSUs shall vest from the termination date. A summary of stock option activity under each of the Company’s stock option plans during the three month period ended March 31, 2021: Stock Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2021 1,320,267 $ 1.81 6.43 $ 2,889,274 Granted - - - - Forfeited / Cancelled 1,113 $ 1.95 6.28 $ 4,886 Exercised (198,891 ) $ 1.08 3.17 $ 1,047,002 Outstanding at March 31, 2021 1,122,489 $ 1.95 6.72 $ 4,932,363 Exercisable at March 31, 2021 663,265 $ 1.75 5.08 $ 3,044,253 Vested and expected to vest at March 31, 2021 1,108,712 $ 1.94 6.69 $ 4,875,720 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. There were no options granted during the three month period ended March 31, 2021: For the Three Months Ended March 31, 2021 2020 Expected term (in years) 0 5.87 Expected volatility 0.00 % 43. - 47.8% Risk-free interest rate 0.00 % 1.41 % Weighted average grant date fair value per share $ - $ 2.70 Grant date fair value of options vested $ 1,160,847 $ 720,095 Intrinsic value of options exercised $ 1,047,002 $ 463,800 As of March 31, 2021, the amount of unearned stock-based compensation estimated to be expensed from 2021 through 2025 related to unvested common stock options is $49,012, net of estimated forfeitures. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 0.93 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 Company’s 2017 Equity Incentive Plan that was adopted on October 10, 2017 (the “2017 Plan”) in connection with the hiring and retention of personnel and are subject to certain conditions. Restricted stock units generally vest quarterly or semi-annually over a period of one to 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 three month period ended March 31, 2021 is as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2021 575,922 $ 2.65 Granted - $ - Vested (93,793 ) $ 2.37 Cancelled - $ 2.70 Unvested at March 31, 2021 482,129 $ 2.70 As of March 31, 2021, there was $786,901 of unrecognized compensation cost related to unvested restricted stock units which is expected to be recognized over a weighted average period of 2.07 years. Stock-based compensation expense for the three month periods ended March 31, 2021 and 2020 was comprised of the following: For the Three Months Ended March 31, Stock-based compensation classified as: 2021 2020 General and administrative $ 401,000 $ 159,680 Production 14,659 17,969 Marketing and selling 15,397 17,292 Research and development 7,338 12,820 $ 438,394 $ 207,761 Warrants The following table summarizes the Company’s warrant activity during the three month period ended March 31, 2021: Number of Warrants Weighted Average Exercise Price Warrants outstanding – January 1, 2021 505,946 $ 5.00 Warrants granted - $ - Warrants exercised (35,067 ) $ 1.85 Warrants outstanding – March 31, 2021 470,879 $ 5.23 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal We are subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of our business. On September 29, 2020, the Company’s former Chief Executive Officer, Stephen D. Cooper, commenced an action entitled Stephen D. Cooper v. One Stop Systems, Inc. et al The Company has denied Mr. Cooper’s allegations. On December 8, 2020, the Company filed a cross-complaint (“Cross Complaint”) against Mr. Cooper for (1) breach of contract (in connection with a binding commitment letter and Mr. Cooper’s employment agreement), (2) intentional misrepresentation, (3) negligent misrepresentation, and (4) breach of fiduciary duty. The Company is seeking compensatory damages, punitive damages, pre-judgment interest, attorneys’ fees, and the cost of suit incurred in connection with Mr. Cooper’s complaint and the Cross Complaint. The Company intends to vigorously defend all allegations. 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, 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 of approximately 29,342 For the three month periods ended March 31, 2021 and 2020, rent expense was $251,130 and $189,417, respectively. Purchase Commitments In the normal course of business, the Company enters into purchase commitments for inventory components to be delivered based upon pre-established delivery schedules over a period that may exceed one year. Customer Concentration During the three month periods ended March 31, 2021 and 2020, the Company had two customers and in 2020, one customer that had approximately 38%, and 27%, respectively of revenue for which each represented greater than 10% of our consolidated annual revenue. During the three month periods ended March 31, 2021 and 2020, the Company had approximately 22%, and 18%, respectively of purchases from vendors/suppliers for which each represents greater than 10% of our consolidated purchases. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 – 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 at a price per share equal to $2.15 per share. Accordingly, the Company issued to these note holders warrants to purchase 69,766 shares of the Company’s common stock. The relative fair value of the warrants issued was $60,158. Interest expense on all related-party notes payable for the three months ended March 31, 2021 and 2020 totaled $3,678 and $17,156, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NOTE 11 – NET INCOME (LOSS) PER SHARE Basic and diluted net loss per share was calculated as follows for the three month periods ended March 31, 2021 and 2020: For the Three Months Ended March 31, 2021 2020 Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 41,198 $ (1,096,032 ) Denominator: Weighted average common shares outstanding - basic 17,348,164 16,332,898 Effect of dilutive securities 1,293,897 - Weighted average common shares outstanding - diluted 18,642,061 16,332,898 Net income (loss) per common share: Basic $ 0.00 $ (0.07 ) Diluted $ 0.00 $ (0.07 ) |
Revenue, Segment and Geographic
Revenue, Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenue, Segment and Geographic Information | NOTE 12 – REVENUE, SEGMENT AND GEOGRAPHIC INFORMATION The Company operates in two reportable segments: the design and manufacture of high-performance customized computers and flash arrays, which is inclusive of in-flight entertainment & connectivity, and value-added reseller with minimal customization. The Company evaluates financial performance on a company-wide basis. As of June 1, 2020, CDI’s operations became fully integrated and combined with the operation of OSS’ core business operations located in Escondido, California. It is the Company’s intention to dissolve CDI as a standalone entity upon resolution of certain outstanding items. Segment detail for the three month periods ended March 31, 2021 and 2020 is as follows: For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 OSS Bressner Total OSS Bressner Total Revenues $ 8,601,971 $ 4,713,781 $ 13,315,752 $ 8,440,224 $ 4,919,413 $ 13,359,637 Cost of revenues (5,341,362 ) (3,541,606 ) (8,882,968 ) (6,120,909 ) (3,843,041 ) (9,963,950 ) Gross profit 3,260,609 1,172,175 4,432,784 2,319,315 1,076,372 3,395,687 Gross margin % 37.9 % 24.9 % 33.3 % 27.5 % 21.9 % 25.4 % Total operating expenses (3,251,785 ) (905,968 ) (4,157,753 ) (3,986,209 ) (920,632 ) (4,906,841 ) Income from operations $ 8,824 $ 266,207 $ 275,031 $ (1,666,894 ) $ 155,740 $ (1,511,154 ) Revenue from customers with non-U.S. billing addresses represented approximately 66% and 50%, As of March 31, 2021, substantially all the Company’s long-lived assets were located in the United States of America with the exception of assets of $215,961 located in Germany. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated subsequent events after the consolidated balance sheet dated as of March 31, 2021 through the date of filing of this quarterly report. 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, other than as disclosed in the accompanying notes and as set forth below. On April 7, 2021, Bressner Technologies, Inc. received a short-term loan of €500,000 at an interest rate of 1.6% due September 30, 2021. On May 3, 2021, the Company received notification from the Small Business Administration (SBA) that its Paycheck Protection Program (PPP) Loan of $1,499,360 plus accrued interest had been fully forgiven. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Liquidity, Going Concern Considerations and Management Plans | Liquidity, Going Concern Considerations and Management Plans Given our recurring 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; (iii) the July 2019 sale of 1,554,546 shares of the Company’s common stock for net cash proceeds of $2,488,148; (iv) the April 24, 2020 sale of $3,000,000 of Senior Secured Convertible Promissory Notes issued at a 10% original issue discount; (v) receipt of approximately $1,500,000 on April 28, 2020 of government loan proceeds under the Paycheck Protection Program, and (vi) a receipt of approximately $9,221,000 on March 3, 2021 in a registered direct offering. As of March 31, 2021, the Company’s cash and cash equivalents were $19,614,315 and working capital was $25,935,632. Cash and cash equivalents held by Bressner totaled $1,263,430 (USD) at March 31, 2021. Bressner’s debt covenants do not permit the use of these funds by its parent company. During the three month period ended March 31, 2021, the Company experienced an operating income of $275,031, with cash generated by operating activities of $4,291,066. During the year ended December 31, 2020, the Company experienced an operating loss of $424,281, with cash used in operating activities of $250,173. The Company’s revenue growth during the prior year slowed due to the effects of COVID-19. However, resulting from a reduction in force and strict cost containment, the Company has been able to mitigate the effects, to some degree, of the reduced revenue attributable to the economic impact of COVID-19. In March 2020, the World Health Organization declared the outbreak of COVID-19, a global pandemic and the United States federal government declared it a national emergency. COVID-19 continues to impact worldwide economic activity. A public health pandemic, including COVID-19, poses the risk that we or our employees, contractors, customers, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. More generally, COVID-19 raises the possibility of an extended global economic downturn, which could affect demand for our products and services, and impact our results and financial condition even after the pandemic is contained and remediation/restriction measures are lifted. For example, we may be unable to collect receivables from customers that are significantly impacted by COVID-19. Also, a decrease in orders in a given period could negatively affect our revenues in future periods. COVID-19 may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our December 31, 2020 Annual Report on Form 10-K filed March 25, 2021, including risks associated with our customers and supply chain. We will continue to evaluate the nature and extent of the impact of COVID-19 to our business. Presently, it is clear the global economy has been negatively impacted by COVID-19, and demand for some of our products and services have been reduced due to uncertainty and the economic impact of COVID-19. In particular, in the media and entertainment industry, demand for the use of outdoor media equipment has been impacted due to restrictions on public gatherings. Until such restrictions improve, we expect that demand for certain of our clients’ products and services will be limited, and may not return to prior levels, and thus, may impact our financial results and operations. Specifically, our business has also begun to be negatively affected by a range of external factors related to COVID-19 that are not within our control. For example, numerous measures have been implemented by governmental authorities across the globe to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, restrictions and limitations of public gatherings, and business limitations and shutdowns. Many of our customers’ businesses have been severely impacted by these measures and some have been required to reduce employee headcount as a result. If a significant number of our customers are unable to continue as a going concern, this would have an adverse impact on our business and financial condition. Though management has been proactively managing through the current known impacts, if the situation further deteriorates or the outbreak results in further restriction on supply and demand factors, our cash flows, financial position and operating results for year 2021 and beyond will be negatively impacted. Neither the length of time nor the magnitude of the negative impacts can be presently determined. The longer the COVID-19 pandemic persists, the greater the potential for significant adverse impact to our business operations. Quarantines, travel restrictions, prohibitions on non-essential gatherings, shelter-in-place orders and other similar directives and policies intended to reduce the spread of the disease, may reduce our productivity and that of the third parties on which we rely and may disrupt and delay many aspects of our business. The Company is complying with state mandated requirements for safety in the workplace to ensure the health, safety and welling-being of our employees. These measures included personal protective equipment, social distancing, and cleanliness of the facilities and daily monitoring of the health of employees in our facilities. We have not developed a specific and comprehensive contingency plan designed to address the challenges and risks presented by the COVID-19 pandemic, even if and when we do develop such a plan, there can be no assurance that such plan will be effective in mitigating the potential adverse effects on our business, financial condition and results of operations. Management’s plans with respect to the above is to continue its efforts towards responding to the changing economic landscape attributable to COVID-19, to continue to reduce costs, conserve cash, strengthen margins, and improve company-wide execution. Specific actions already implemented by management include a reduction in force, a limited freeze on hiring, reduced work week, minimizing overtime, travel and entertainment, and contractor costs. On April 7, 2020, the Company implemented a cost reduction plan which included the termination of certain employees and elimination of certain costs. Savings from this effort are estimated to be $2.5 million on an annual basis. While management expects these actions to result in prospective cost reductions, management is also committed 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 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, preferred stock, debt securities, warrants to purchase its common stock, preferred stock or debt securities, subscription rights to purchase its common stock, preferred stock or debt securities and\or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that the Company will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. ▪ On April 24, 2020, the Company completed a $6.0 million debt financing on a non-interest bearing convertible note with a 10% original issue discount. The first tranche of $3.0 million was received on April 27, 2020, with an additional $3.0 million available seven months from the date of closing at the option of the Company conditioned upon meeting certain requirements which have been satisfied. The note is repayable in twenty-two installments beginning three months after closing in cash or shares of the Company’s common stock. ▪ On March 1, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 1,497,006 shares of the Company’s common stock, par value $0.0001 per share, to the purchaser at an offering price of $6.68 per share. The registered offering was conducted pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-231513), which was initially filed with the Securities and Exchange Commission on May 15, 2019; and was declared effective on June 19, 2019. As compensation for their services, the Company paid to the placement agents a fee equal to 7% of the gross proceeds received by the Company as a result of the registered offering, and reimbursed the placement agents for certain expenses incurred in connection with such offering. The net proceeds from the registered offering are approximately $9.2 million after deducting certain fees due to the placement agents’ and the Company’s transaction expenses. The net proceeds received by the Company will be used for general corporate and working capital purposes. As a result of management’s cost reduction plans, the Company’s 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 consolidated 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”). The unaudited consolidated financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). The accompanying interim unaudited consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest year ended December 31, 2020. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 2020 audited consolidated financial statements have been omitted from these interim unaudited consolidated financial statements. The Company evaluated all subsequent events and transactions through the date of filing this report. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying condensed financial statements. Operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the audited consolidated financial statements and notes for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of OSS, which include the acquisition of Concept Development Inc., its wholly owned subsidiary, OSS GmbH, which also includes the acquisition of Bressner Technology GmbH. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. On an ongoing basis, our management evaluates these estimates and assumptions, including those related to determination of standalone selling prices of our products and services, allowance for doubtful account and sales reserves, income tax valuations, stock-based compensation, goodwill, intangible assets and inventory valuations and recoverability. We base our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. As of March 31, 2021, we had approximately $3.6 million in net deferred tax assets (DTAs). These DTAs include approximately $5.1 million related to net operating loss carryforwards that can be used to offset taxable income in future periods and reduce our income taxes payable in those future periods. At this time, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs. However, it is possible that economic conditions may On March 11, 2021, Congress passed, and the President signed into law, the American Rescue Plan Act, 2021 (the “ARP”), which includes certain business tax provisions. At this point we do not believe that these changes will have a material impact on our income tax provision for 2021. We will continue to evaluate the impact of new legislation on our financial position, results of operations, and cash flows. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or assumptions or a revision of the carrying value of our assets or liabilities as of the date of this Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. |
Recently Implemented Accounting Pronouncements | Recently Implemented Accounting Pronouncements In September 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting t materially impact the Company’s consolidated financial statements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Accounting for financial instruments with down rounds features (i) , and the existence of s often result in an accounting conclusion that the evaluated feature or instrument is i was adopted early by the Company on April 1, 2020 ’s April 2020 convertible note payable described in Note 7 possesses In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable Net Current [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following: March 31, December 31, 2021 2020 Accounts receivable $ 5,749,660 $ 7,491,397 Unbilled receivables 4 106 5,749,664 7,491,503 Less: allowance for doubtful accounts (15,989 ) (33,120 ) $ 5,733,675 $ 7,458,383 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net | Inventories, net consist of the following: March 31, December 31, 2021 2020 Raw materials $ 4,014,408 $ 5,210,327 Sub-assemblies 208,453 255,699 Work-in-process 768,473 407,328 Finished goods 5,218,864 4,424,603 10,210,198 10,297,957 Less: reserves for obsolete and slow-moving inventories (661,238 ) (650,453 ) $ 9,548,960 $ 9,647,504 |
Long-Lived Intangible Assets (T
Long-Lived Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite Lived Intangible Assets | Definite lived intangible assets related to acquisition are as follows, as of March 31, 2021: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 7 to 29 months $ 2,084,515 $ (1,695,302 ) $ 389,213 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 7 months 447,274 (383,202 ) 64,072 Non-compete 36 months 7 months 246,797 (201,725 ) 45,072 $ 3,538,793 $ (3,040,436 ) $ 498,357 Definite lived intangibles assets related to acquisitions are as follows, as of December 31, 2020: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 10 to 32 months $ 2,084,515 $ (1,578,178 ) $ 506,337 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 10 months 447,274 (355,742 ) 91,532 Non-compete 36 months 10 months 246,797 (182,409 ) 64,388 $ 3,538,793 $ (2,876,536 ) $ 662,257 |
Schedule of Amortization Expense of Definite Lived Intangible Assets | As of March 31, 2021, amortization expense of the definite lived intangible assets for the years remaining is as follows: 2021 2022 2023 Total $ 392,972 $ 63,231 $ 42,154 $ 498,357 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: March 31, December 31, 2021 2020 Accrued compensation and related liabilities $ 992,810 $ 932,988 Deferred revenue and customer deposits 1,281,663 1,096,672 Warranty reserve 425,377 425,636 Deferred rent 292,890 312,909 Other accrued expenses 592,362 713,239 $ 3,585,102 $ 3,481,444 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt Obligations | A summary of outstanding debt obligations as of March 31, 2021 is as follows: Loan Description Current Interest Rate Maturity Date Balance (Euro) Balance ($) Current Portion Long-term Portion Domestic: Notes payable - third party 9.50% April-21 € - $ 16,014 $ 16,014 $ - Related party notes payable 9.50% April-21 - 51,647 51,647 - Convertible senior secured note 10% OID April-22 - 2,590,909 2,454,545 136,364 PPP loan 1.00% April-22 - 1,499,360 - 1,499,360 € - $ 4,157,930 $ 2,522,206 $ 1,635,724 Foreign: Uni Credit Bank AG 1.87% June-21 € 500,000 $ 587,171 $ 587,171 $ - Uni Credit Bank AG 1.90% April-21 500,000 587,172 587,172 - € 1,000,000 $ 1,174,343 $ 1,174,343 $ - $ 5,332,273 $ 3,696,549 $ 1,635,724 Outstanding debt obligations as of March 31, 2021 consist of the following: Period Ended March 31, 2021 Related Parties Third Parties Convertible Note PPP Loan Foreign Total Current portion: Principal $ 51,647 $ 16,014 $ 2,454,545 $ - $ 1,174,343 $ 3,696,549 Less discount (962 ) (292 ) (80,677 ) - - (81,931 ) Less loan origination costs - - (85,054 ) - - (85,054 ) Net liability $ 50,685 $ 15,722 $ 2,288,814 $ - $ 1,174,343 $ 3,529,564 Long-term portion: Principal $ - $ - $ 136,364 $ 1,499,360 $ - $ 1,635,724 Less discount - - - - - - Less loan origination costs - - - - - - Net liability $ - $ - $ 136,364 $ 1,499,360 $ - $ 1,635,724 Total: Principal $ 51,647 $ 16,014 $ 2,590,909 $ 1,499,360 $ 1,174,343 $ 5,332,273 Less discount (962 ) (292 ) (80,677 ) - - (81,931 ) Less loan origination costs - - (85,054 ) - - (85,054 ) Net liability $ 50,685 $ 15,722 $ 2,425,178 $ 1,499,360 $ 1,174,343 $ 5,165,288 |
Schedule of Total Future Payments under Notes Payable and Related Party Notes Payable | Total future principal payments under notes payable and related party notes payable as of March 31, 2021 are as follows: Period Ending March 31, Related Parties Third Parties Convertible Note PPP Loan Foreign Total Discount / Loan Original Costs 2022 $ 51,647 $ 16,014 $ 2,454,545 $ - $ 1,174,343 $ 3,696,549 $ (166,985 ) 2023 - - 136,364 1,499,360 - 1,635,724 - Total minimum payments 51,647 16,014 2,590,909 1,499,360 1,174,343 5,332,273 (166,985 ) Current portion of notes payable (51,647 ) (16,014 ) (2,454,545 ) - (1,174,343 ) (3,696,549 ) 166,985 Notes payable, net of current portion $ - $ - $ 136,364 $ 1,499,360 $ - $ 1,635,724 $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under each of the Company’s stock option plans during the three month period ended March 31, 2021: Stock Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2021 1,320,267 $ 1.81 6.43 $ 2,889,274 Granted - - - - Forfeited / Cancelled 1,113 $ 1.95 6.28 $ 4,886 Exercised (198,891 ) $ 1.08 3.17 $ 1,047,002 Outstanding at March 31, 2021 1,122,489 $ 1.95 6.72 $ 4,932,363 Exercisable at March 31, 2021 663,265 $ 1.75 5.08 $ 3,044,253 Vested and expected to vest at March 31, 2021 1,108,712 $ 1.94 6.69 $ 4,875,720 |
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. There were no options granted during the three month period ended March 31, 2021: For the Three Months Ended March 31, 2021 2020 Expected term (in years) 0 5.87 Expected volatility 0.00 % 43. - 47.8% Risk-free interest rate 0.00 % 1.41 % Weighted average grant date fair value per share $ - $ 2.70 Grant date fair value of options vested $ 1,160,847 $ 720,095 Intrinsic value of options exercised $ 1,047,002 $ 463,800 |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the three month period ended March 31, 2021 is as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2021 575,922 $ 2.65 Granted - $ - Vested (93,793 ) $ 2.37 Cancelled - $ 2.70 Unvested at March 31, 2021 482,129 $ 2.70 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense for the three month periods ended March 31, 2021 and 2020 was comprised of the following: For the Three Months Ended March 31, Stock-based compensation classified as: 2021 2020 General and administrative $ 401,000 $ 159,680 Production 14,659 17,969 Marketing and selling 15,397 17,292 Research and development 7,338 12,820 $ 438,394 $ 207,761 |
Schedule of Warrant Activity | The following table summarizes the Company’s warrant activity during the three month period ended March 31, 2021: Number of Warrants Weighted Average Exercise Price Warrants outstanding – January 1, 2021 505,946 $ 5.00 Warrants granted - $ - Warrants exercised (35,067 ) $ 1.85 Warrants outstanding – March 31, 2021 470,879 $ 5.23 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 three month periods ended March 31, 2021 and 2020: For the Three Months Ended March 31, 2021 2020 Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 41,198 $ (1,096,032 ) Denominator: Weighted average common shares outstanding - basic 17,348,164 16,332,898 Effect of dilutive securities 1,293,897 - Weighted average common shares outstanding - diluted 18,642,061 16,332,898 Net income (loss) per common share: Basic $ 0.00 $ (0.07 ) Diluted $ 0.00 $ (0.07 ) |
Revenue, Segment and Geograph_2
Revenue, Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of (Loss) Income from Operations by Reporting Segments | Segment detail for the three month periods ended March 31, 2021 and 2020 is as follows: For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 OSS Bressner Total OSS Bressner Total Revenues $ 8,601,971 $ 4,713,781 $ 13,315,752 $ 8,440,224 $ 4,919,413 $ 13,359,637 Cost of revenues (5,341,362 ) (3,541,606 ) (8,882,968 ) (6,120,909 ) (3,843,041 ) (9,963,950 ) Gross profit 3,260,609 1,172,175 4,432,784 2,319,315 1,076,372 3,395,687 Gross margin % 37.9 % 24.9 % 33.3 % 27.5 % 21.9 % 25.4 % Total operating expenses (3,251,785 ) (905,968 ) (4,157,753 ) (3,986,209 ) (920,632 ) (4,906,841 ) Income from operations $ 8,824 $ 266,207 $ 275,031 $ (1,666,894 ) $ 155,740 $ (1,511,154 ) |
The Company and Basis of Pres_2
The Company and Basis of Presentation - Additional Information (Details) | Mar. 03, 2021USD ($) | Mar. 01, 2021USD ($)$ / sharesshares | Apr. 27, 2020USD ($)Installment | Apr. 24, 2020USD ($) | Apr. 07, 2020USD ($) | Apr. 30, 2017USD ($) | Jul. 31, 2019USD ($)shares | Mar. 31, 2019USD ($) | Feb. 28, 2018USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Apr. 28, 2020USD ($) | Apr. 09, 2020EUR (€) | Jun. 19, 2019USD ($) | Oct. 31, 2018 |
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 | 1,554,546 | 18,502,902 | 16,684,424 | |||||||||||||
Proceeds from issuance of common stock | $ 2,488,148 | $ 10,000,000 | ||||||||||||||
Loan amount | 5,332,273 | |||||||||||||||
Cash and cash equivalents | 19,614,315 | $ 6,316,921 | ||||||||||||||
Working capital | 25,935,632 | |||||||||||||||
Operating income (loss) | 275,031 | $ (1,511,154) | (424,281) | |||||||||||||
Cash generated by (used in) operating activities | $ 4,291,066 | $ (721,773) | $ (250,173) | |||||||||||||
Non-interest bearing convertible note | $ 6,000,000 | |||||||||||||||
Original issue discount rate | 10.00% | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Tranche One | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Non-interest bearing convertible note | $ 3,000,000 | |||||||||||||||
Debt maturity term | 3 months | |||||||||||||||
Tranche Two | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Non-interest bearing convertible note | $ 3,000,000 | |||||||||||||||
Debt maturity term | 7 months | |||||||||||||||
Number of note repayable installments | Installment | 22 | |||||||||||||||
Direct Offering | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Estimated proceeds from Issuance of common stock after commissions and offering costs | $ 9,221,000 | $ 9,200,000 | ||||||||||||||
Proceeds from issuance of stock, net of issuance costs, Shares | shares | 1,497,006 | |||||||||||||||
Sale of stock, price per share | $ / shares | $ 6.68 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Percentage of placement agents fee | 7.00% | |||||||||||||||
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 | |||||||||||||||
Management | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Estimated savings from cost reduction plan | $ 2,500,000 | |||||||||||||||
Senior Secured Convertible Promissory Notes | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 3,000,000 | |||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||
Paycheck Protection Program | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Loan amount | $ 1,500,000 | |||||||||||||||
Bressner Technology | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Percentage of shares acquired | 100.00% | |||||||||||||||
Bressner Technology GmbH | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Debt instrument, face amount | € | € 500,000 | |||||||||||||||
Cash and cash equivalents | $ 1,263,430 | |||||||||||||||
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% |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Line Items] | |||||
Deferred tax assets, net | $ 3,600,000 | ||||
Operating loss carryforwards | 5,100,000 | ||||
Additional interim tax benefit | $ 60,522 | $ (467,298) | |||
ASU 2018-07 | |||||
Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, ASU, adopted | true | ||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||
ASU 2014-09 | |||||
Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, ASU, adopted | true | ||||
Change in accounting principle, ASU, adoption date | Jan. 1, 2019 | ||||
ASU 2016-15 | |||||
Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, ASU, adopted | true | ||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||
ASU 2017-11 | |||||
Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, ASU, adopted | true | ||||
Change in accounting principle, ASU, adoption date | Apr. 1, 2020 | ||||
Change in accounting principle, ASU, early adopted | true | ||||
ASU 2019-12 | |||||
Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, ASU, adopted | true | ||||
Change in accounting principle, ASU, adoption date | Jul. 1, 2020 | ||||
Change in accounting principle, ASU, early adopted | true | ||||
Additional interim tax benefit | $ 446,099 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | $ 5,749,664 | $ 7,491,503 |
Less: allowance for doubtful accounts | (15,989) | (33,120) |
Accounts receivable, total | 5,733,675 | 7,458,383 |
Accounts Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | 5,749,660 | 7,491,397 |
Unbilled Receivables | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | $ 4 | $ 106 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 30, 2020 | |
Accounts Receivable Net Current [Abstract] | ||
Provision for bad debt expense | $ (16,590) | $ (2,405) |
Inventories - Summary of Invent
Inventories - Summary of Inventories, Net (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,014,408 | $ 5,210,327 |
Sub-assemblies | 208,453 | 255,699 |
Work-in-process | 768,473 | 407,328 |
Finished goods | 5,218,864 | 4,424,603 |
Inventory gross | 10,210,198 | 10,297,957 |
Less: reserves for obsolete and slow-moving inventories | (661,238) | (650,453) |
Inventory net | $ 9,548,960 | $ 9,647,504 |
Long-Lived Intangible Assets -
Long-Lived Intangible Assets - Schedule of Definite Lived Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Gross | $ 3,538,793 | $ 3,538,793 |
Definite lived intangible assets, Accumulated Amortization | (3,040,436) | (2,876,536) |
Definite lived intangible assets, Net | 498,357 | 662,257 |
Customer Lists and Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Gross | 2,084,515 | 2,084,515 |
Definite lived intangible assets, Accumulated Amortization | (1,695,302) | (1,578,178) |
Definite lived intangible assets, Net | $ 389,213 | $ 506,337 |
Customer Lists and Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 7 months | 10 months |
Customer Lists and Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 60 months | 60 months |
Definite lived intangible assets, Remaining Months | 29 months | 32 months |
Drawings and Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 0 days | 0 days |
Definite lived intangible assets, Gross | $ 760,207 | $ 760,207 |
Definite lived intangible assets, Accumulated Amortization | $ (760,207) | $ (760,207) |
Trade name, Trademarks & other | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Remaining Months | 7 months | 10 months |
Definite lived intangible assets, Gross | $ 447,274 | $ 447,274 |
Definite lived intangible assets, Accumulated Amortization | (383,202) | (355,742) |
Definite lived intangible assets, Net | $ 64,072 | $ 91,532 |
Trade name, Trademarks & other | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 24 months | 24 months |
Trade name, Trademarks & other | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Non-Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 7 months | 10 months |
Definite lived intangible assets, Gross | $ 246,797 | $ 246,797 |
Definite lived intangible assets, Accumulated Amortization | (201,725) | (182,409) |
Definite lived intangible assets, Net | $ 45,072 | $ 64,388 |
Long-Lived Intangible Assets _2
Long-Lived Intangible Assets - Schedule of Amortization Expense of Definite Lived Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 | $ 392,972 | |
2022 | 63,231 | |
2023 | 42,154 | |
Definite lived intangible assets, Net | $ 498,357 | $ 662,257 |
Long-Lived Intangible Assets _3
Long-Lived Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 163,900 | $ 174,525 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation and related liabilities | $ 992,810 | $ 932,988 |
Deferred revenue and customer deposits | 1,281,663 | 1,096,672 |
Warranty reserve | 425,377 | 425,636 |
Deferred rent | 292,890 | 312,909 |
Other accrued expenses | 592,362 | 713,239 |
Accrued expenses and other liabilities | $ 3,585,102 | $ 3,481,444 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jul. 01, 2020 | Jun. 05, 2020 | May 11, 2020USD ($) | Apr. 24, 2020USD ($)$ / shares | Apr. 20, 2020USD ($)$ / shares | Apr. 09, 2020EUR (€) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Apr. 30, 2019USD ($)Individual$ / sharesshares | Apr. 30, 2019EUR (€)Individual | Sep. 30, 2017USD ($) | Mar. 31, 2021USD ($)LineofCreditTermLoan$ / shares | Mar. 31, 2020USD ($) | Mar. 31, 2021EUR (€)LineofCreditTermLoan | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020EUR (€) | Sep. 30, 2019EUR (€) | Jun. 30, 2019EUR (€) | Apr. 30, 2019EUR (€)shares | Sep. 30, 2017EUR (€) |
Debt Instrument [Line Items] | ||||||||||||||||||||
Total balance outstanding | $ 5,332,273 | |||||||||||||||||||
Non-interest bearing convertible note | $ 6,000,000 | |||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Original issue discount rate | 10.00% | |||||||||||||||||||
Debt discount amortization | $ 61,210 | $ 7,520 | ||||||||||||||||||
April 2019 Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total balance outstanding | 16,014 | $ 63,188 | ||||||||||||||||||
Debt instrument, face amount | $ 350,000 | |||||||||||||||||||
Debt maturity term | 2 years | 2 years | ||||||||||||||||||
Debt instrument, interest rate | 9.50% | 9.50% | ||||||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 16,100 | |||||||||||||||||||
Number of individuals | Individual | 3 | 3 | ||||||||||||||||||
Warrants to purchase common stock percentage equal to original principal | 10.00% | 10.00% | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.15 | |||||||||||||||||||
Warrants to purchase common stock | shares | 16,276 | 16,276 | ||||||||||||||||||
Estimated fair value of each warrants | $ / shares | $ 0.90 | |||||||||||||||||||
April 2019 Notes | Warrants | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fair value of the warrant issued | $ 14,037 | |||||||||||||||||||
April 2019 Notes | Warrants | Exercise Price | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.15 | |||||||||||||||||||
April 2019 Notes | Warrants | Contractual Term | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fair value assumptions | 5 years | 5 years | ||||||||||||||||||
April 2019 Notes | Warrants | Volatility Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fair value assumptions | 0.4460 | 0.4460 | ||||||||||||||||||
April 2019 Notes | Warrants | Dividend Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fair value assumptions | 0 | 0 | ||||||||||||||||||
April 2019 Notes | Warrants | Risk-free Interest Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fair value assumptions | 0.02307 | 0.02307 | ||||||||||||||||||
April 2019 Related Party Notes | Board of Directors | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total balance outstanding | 51,647 | 206,669 | ||||||||||||||||||
Debt instrument, face amount | $ 1,150,000 | |||||||||||||||||||
Debt maturity term | 2 years | 2 years | ||||||||||||||||||
Debt instrument, interest rate | 9.50% | 9.50% | ||||||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 52,900 | |||||||||||||||||||
Number of individuals | Individual | 3 | 3 | ||||||||||||||||||
Warrants to purchase common stock percentage equal to original principal | 10.00% | 10.00% | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.15 | |||||||||||||||||||
Warrants to purchase common stock | shares | 53,490 | 53,490 | ||||||||||||||||||
Estimated fair value of each warrants | $ / shares | $ 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 | $ / shares | $ 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 | ||||||||||||||||||
PPP Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total balance outstanding | $ 1,499,360 | |||||||||||||||||||
Debt instrument, interest rate | 1.00% | 1.00% | ||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2022 | |||||||||||||||||||
Proceeds from loan | $ 1,499,360 | |||||||||||||||||||
Loan forgiveness period | 168 days | 56 days | ||||||||||||||||||
Percentage of payroll requirement | 60.00% | |||||||||||||||||||
Percentage of funds spend on other eligible expenses | 40.00% | |||||||||||||||||||
Debt instrument maturity period | 2 years | |||||||||||||||||||
Existing loans original term | 2 years | |||||||||||||||||||
Renegotiated term under payback Protection Program Flexibility Act | 5 years | |||||||||||||||||||
PPP Loan | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Payroll costs exclude compensation of individual employee | $ 100,000 | |||||||||||||||||||
Percentage of reduction in salaries and wages for employees | 25.00% | |||||||||||||||||||
Debt instrument maturity period | 5 years | |||||||||||||||||||
PPP Loan | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Percentage of forgiven amount for non-payroll costs | 25.00% | |||||||||||||||||||
Salaries and wages for employees | $ 100,000 | |||||||||||||||||||
PPP Loan | Two Year Promissory Note | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||
Debt instrument, maturity date | Apr. 28, 2022 | |||||||||||||||||||
Senior Secured Convertible Promissory Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 3,000,000 | |||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||
Senior Secured Convertible Promissory Notes | Securities Purchase Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate | 0.00% | |||||||||||||||||||
Debt instrument, maturity date | Apr. 1, 2022 | |||||||||||||||||||
Non-interest bearing convertible note | $ 3,000,000 | $ 6,000,000 | $ 3,000,000 | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||
Debt instrument, initial conversion price per share | $ / shares | $ 2.50 | $ 2.50 | ||||||||||||||||||
Original issue discount rate | 10.00% | 10.00% | ||||||||||||||||||
Debt instrument, aggregate purchase price | $ 2,700,000 | |||||||||||||||||||
Debt instrument, conversion price percentage, eligibility of conversion | 135.00% | |||||||||||||||||||
Monthly amortization payments percentage of initial principal | 0.04545% | |||||||||||||||||||
Debt instrument, redemption price percentage | 105.00% | 110.00% | ||||||||||||||||||
Debt instrument, conversion description | Subject to the satisfaction of certain equity conditions set forth in the notes, installment amounts may be satisfied in shares of our common stock, with such installment conversion at a conversion price equal to the lower of (i) the conversion price then in effect; and (ii) the greater of (x) the floor price of $1.00 (80% of the Nasdaq market price at date of purchase agreement) and (y) the lower of (I) 82.5% the volume weighted average price of our common stock on the trading day immediately before the applicable installment date and (II) 82.5% of the quotient of (A) the sum of the volume weighted average price of our common stock for each of the three (3) trading days with the lowest volume weighted average price of our common stock during the twenty (20) consecutive trading day period ending and including the trading day immediately prior to the applicable installment date, divided by (B) three (3). | |||||||||||||||||||
Percentage of market price | 80.00% | |||||||||||||||||||
Volume weighted average price of common stock period | 3 days | |||||||||||||||||||
Volume weighted average price period | 20 days | |||||||||||||||||||
Number of trading days, shares pre-delivered | 2 days | |||||||||||||||||||
Debt discount amortization | $ 50,928 | |||||||||||||||||||
Original issue discount rate | $ 316,274 | |||||||||||||||||||
Debt issuance costs amortized | 53,690 | |||||||||||||||||||
Debt discount amortization | $ 7,519 | $ 7,520 | ||||||||||||||||||
Senior Secured Convertible Promissory Notes | Minimum | Securities Purchase Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt conversion floor price | $ / shares | $ 1 | |||||||||||||||||||
Volume weighted average price percentage | 82.50% | |||||||||||||||||||
Senior Secured Convertible Promissory Notes | Maximum | Securities Purchase Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Volume weighted average price percentage | 82.50% | |||||||||||||||||||
Bressner Technology GmbH | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of term loans outstanding | TermLoan | 2 | 2 | ||||||||||||||||||
Debt instrument, face amount | € | € 500,000 | |||||||||||||||||||
Bressner Technology GmbH | Term Loans | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total balance outstanding | $ 1,174,343 | € 1,000,000 | ||||||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on June 18, 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total balance outstanding | $ 587,172 | € 500,000 | 611,406 | € 500,000 | ||||||||||||||||
Debt instrument, face amount | $ 586,189 | € 500,000 | ||||||||||||||||||
Debt instrument, interest rate | 1.70% | 1.87% | 1.87% | 1.70% | ||||||||||||||||
Debt instrument, maturity date | Jun. 25, 2020 | |||||||||||||||||||
Debt instrument, extended maturity date | Jun. 18, 2021 | |||||||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on March 30, 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total balance outstanding | $ 0 | € 0 | 81,251 | 66,446 | ||||||||||||||||
Debt instrument, face amount | $ 586,189 | € 500,000 | ||||||||||||||||||
Debt instrument, interest rate | 2.25% | 2.25% | ||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2021 | Mar. 30, 2021 | ||||||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 24,960 | € 22,232 | ||||||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on March 24, 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 336,810 | € 300,000 | ||||||||||||||||||
Debt instrument, interest rate | 1.65% | 1.65% | ||||||||||||||||||
Debt instrument, maturity date | Mar. 24, 2020 | |||||||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on January 31, 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 436,272 | € 400,000 | ||||||||||||||||||
Debt instrument, interest rate | 2.125% | 2.125% | ||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2020 | |||||||||||||||||||
Term Loans | Bressner Technology GmbH | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total balance outstanding | $ 587,171 | € 500,000 | 611,406 | € 500,000 | ||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||
Debt instrument, interest rate | 1.90% | |||||||||||||||||||
German Institutions | Revolving Credit Facility | Bressner Technology GmbH | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of lines of credit | LineofCredit | 2 | 2 | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,578,904 | € 2,200,000 | ||||||||||||||||||
Total outstanding balance | $ 0 | $ 0 | ||||||||||||||||||
German Institutions | Revolving Credit Facility | Bressner Technology GmbH | Line of Credit Facility One | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit current rate | 3.89% | |||||||||||||||||||
German Institutions | Revolving Credit Facility | Bressner Technology GmbH | Line of Credit Facility Two | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit current rate | 4.00% | |||||||||||||||||||
German Institutions | Revolving Credit Facility | Bressner Technology GmbH | One Million Euros Credit Line | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit facility, maturity date | Jan. 31, 2024 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt Obligations (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2021EUR (€) | |
Debt Instrument [Line Items] | ||
Balance | $ 5,332,273 | |
Current Portion | 3,696,549 | |
Long-term Portion | $ 1,635,724 | |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 1.00% | 1.00% |
Maturity Date | Apr. 30, 2022 | |
Balance | $ 1,499,360 | |
Long-term Portion | $ 1,499,360 | |
Note Payable - Third Party | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 9.50% | 9.50% |
Maturity Date | Apr. 30, 2021 | |
Balance | $ 16,014 | |
Current Portion | $ 16,014 | |
Related Party Notes Payable | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 9.50% | 9.50% |
Maturity Date | Apr. 30, 2021 | |
Balance | $ 51,647 | |
Current Portion | $ 51,647 | |
Convertible Senior Secured Note | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 10.00% | 10.00% |
Maturity Date | Apr. 30, 2022 | |
Balance | $ 2,590,909 | |
Current Portion | 2,454,545 | |
Long-term Portion | 136,364 | |
Domestic | ||
Debt Instrument [Line Items] | ||
Balance | 4,157,930 | |
Current Portion | 2,522,206 | |
Long-term Portion | 1,635,724 | |
Foreign | ||
Debt Instrument [Line Items] | ||
Balance | 1,174,343 | € 1,000,000 |
Current Portion | $ 1,174,343 | |
Foreign | Note Payable Maturing on June 18, 2021 | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 1.87% | 1.87% |
Maturity Date | Jun. 30, 2021 | |
Balance | $ 587,171 | € 500,000 |
Current Portion | $ 587,171 | |
Foreign | Note Payable Maturing on April 30, 2021 | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 1.90% | 1.90% |
Maturity Date | Apr. 30, 2021 | |
Balance | $ 587,172 | € 500,000 |
Current Portion | $ 587,172 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt Obligations (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Current portion, principal | $ 3,696,549 | |
Current portion, less discount | (81,931) | |
Current portion, less loan origination costs | (85,054) | |
Current portion, net liability | 3,529,564 | |
Long-term portion, principal | 1,635,724 | |
Long-term portion, net liability | 1,635,724 | |
Principal | 5,332,273 | |
Less discount | (81,931) | |
Less loan origination costs | (85,054) | |
Net liability | 5,165,288 | |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Long-term portion, principal | 1,499,360 | |
Long-term portion, net liability | 1,499,360 | |
Principal | 1,499,360 | |
Net liability | 1,499,360 | |
Related Parties | ||
Debt Instrument [Line Items] | ||
Current portion, principal | 51,647 | |
Current portion, less discount | (962) | $ (6,726) |
Current portion, net liability | 50,685 | |
Principal | 51,647 | |
Less discount | (962) | |
Net liability | 50,685 | |
Third Parties | ||
Debt Instrument [Line Items] | ||
Current portion, principal | 16,014 | |
Current portion, less discount | (292) | |
Current portion, net liability | 15,722 | |
Principal | 16,014 | |
Less discount | (292) | |
Net liability | 15,722 | |
Convertible Note | ||
Debt Instrument [Line Items] | ||
Current portion, principal | 2,454,545 | |
Current portion, less discount | (80,677) | |
Current portion, less loan origination costs | (85,054) | |
Current portion, net liability | 2,288,814 | |
Long-term portion, principal | 136,364 | |
Long-term portion, net liability | 136,364 | |
Principal | 2,590,909 | |
Less discount | (80,677) | |
Less loan origination costs | (85,054) | |
Net liability | 2,425,178 | |
Foreign | ||
Debt Instrument [Line Items] | ||
Current portion, principal | 1,174,343 | |
Current portion, net liability | 1,174,343 | |
Principal | 1,174,343 | |
Net liability | $ 1,174,343 |
Debt - Schedule of Total Future
Debt - Schedule of Total Future Payments under Notes Payable and Related Party Notes Payable (Details) | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 3,696,549 |
2023 | 1,635,724 |
Total minimum payments | 5,332,273 |
Current portion of notes payable | (3,696,549) |
Notes payable, net of current portion | 1,635,724 |
2022 | (166,985) |
Total minimum payments | (166,985) |
Current portion of notes payable | 166,985 |
PPP Loan | |
Debt Instrument [Line Items] | |
2023 | 1,499,360 |
Total minimum payments | 1,499,360 |
Notes payable, net of current portion | 1,499,360 |
Related Parties | |
Debt Instrument [Line Items] | |
2022 | 51,647 |
Total minimum payments | 51,647 |
Current portion of notes payable | (51,647) |
Third Parties | |
Debt Instrument [Line Items] | |
2022 | 16,014 |
Total minimum payments | 16,014 |
Current portion of notes payable | (16,014) |
Convertible Note | |
Debt Instrument [Line Items] | |
2022 | 2,454,545 |
2023 | 136,364 |
Total minimum payments | 2,590,909 |
Current portion of notes payable | (2,454,545) |
Notes payable, net of current portion | 136,364 |
Foreign | |
Debt Instrument [Line Items] | |
2022 | 1,174,343 |
Total minimum payments | 1,174,343 |
Current portion of notes payable | $ (1,174,343) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Jun. 24, 2020$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares |
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Number of shares granted | 0 | ||
Unvested common stock options, net of estimated forfeitures | $ | $ 49,012 | ||
Unearned stock-based compensation expected to be recognized | 11 months 4 days | ||
Restricted Stock Units | |||
Class Of Stock [Line Items] | |||
Unvested common stock options, net of estimated forfeitures | $ | $ 786,901 | ||
Unearned stock-based compensation expected to be recognized | 2 years 25 days | ||
Restricted Stock Units | 2017 Equity Incentive Plan | Minimum | |||
Class Of Stock [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units | 2017 Equity Incentive Plan | Maximum | |||
Class Of Stock [Line Items] | |||
Vesting period | 3 years | ||
Restricted Stock Units | Mr. Raun | |||
Class Of Stock [Line Items] | |||
Number of shares, granted | 412,125 | ||
Vesting period | 3 years | ||
Vesting percentage | 33.33% | ||
Incentive Stock Options | |||
Class Of Stock [Line Items] | |||
Share price | $ / shares | $ 5.50 | ||
Multiplier for calculating share vested on determined date | 1,177.52 | ||
Incentive Stock Options | Mr. Raun | |||
Class Of Stock [Line Items] | |||
Number of shares granted | 412,125 | ||
Weighted average exercise price | $ / shares | $ 2.14 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Granted | 0 | |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding beginning balance | 1,320,267 | |
Number of Shares, Forfeited / Cancelled | 1,113 | |
Number of Shares, Exercised | (198,891) | |
Number of Shares, Outstanding ending balance | 1,122,489 | 1,320,267 |
Number of Shares, Exercisable ending balance | 663,265 | |
Number of Shares, Vested and expected to vest ending balance | 1,108,712 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 1.81 | |
Weighted Average Exercise Price, Forfeited / Cancelled | 1.95 | |
Weighted Average Exercise Price, Exercised | 1.08 | |
Weighted Average Exercise Price, Outstanding ending balance | 1.95 | $ 1.81 |
Weighted Average Exercise Price, Exercisable ending balance | 1.75 | |
Weighted Average Exercise Price, Vested and expected to vest ending balance | $ 1.94 | |
Weighted Average Remaining Contractual Life (in years), Outstanding balance | 6 years 8 months 19 days | 6 years 5 months 4 days |
Weighted Average Remaining Contractual Life (in years), Forfeited / Cancelled | 6 years 3 months 10 days | |
Weighted Average Remaining Contractual Life (in years), Exercised | 3 years 2 months 1 day | |
Weighted Average Remaining Contractual Life (in years), Exercisable balance | 5 years 29 days | |
Weighted Average Remaining Contractual Life (in years), Vested and expected to vest balance | 6 years 8 months 8 days | |
Aggregate Intrinsic Value, Outstanding balance | $ 4,932,363 | $ 2,889,274 |
Aggregate Intrinsic Value, Forfeited / Cancelled balance | 4,886 | |
Aggregate Intrinsic Value, Exercised balance | 1,047,002 | |
Aggregate Intrinsic Value, Exercisable balance | 3,044,253 | |
Aggregate Intrinsic Value, Vested and expected to vest balance | $ 4,875,720 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Assumption to Calculate Weighted Average Grant Date Fair Value of Options Grant (Details) - Common Stock - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class Of Stock [Line Items] | ||
Expected term (in years) | 0 years | 5 years 10 months 13 days |
Expected volatility | 0.00% | |
Expected volatility, minimum | 43.00% | |
Expected volatility, maximum | 47.80% | |
Risk-free interest rate | 0.00% | 1.41% |
Weighted average grant date fair value per share | $ 2.70 | |
Grant date fair value of options vested | $ 1,160,847 | $ 720,095 |
Intrinsic value of options exercised | $ 1,047,002 | $ 463,800 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding beginning balance | shares | 575,922 |
Number of shares, Vested | shares | (93,793) |
Number of Shares, Outstanding ending balance | shares | 482,129 |
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ 2.65 |
Weighted Average Grant Date Fair Value, Vested | 2.37 |
Weighted Average Grant Date Fair Value, Cancelled | 2.70 |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding ending balance | $ 2.70 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 438,394 | $ 207,761 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 401,000 | 159,680 |
Production | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 14,659 | 17,969 |
Marketing and Selling | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 15,397 | 17,292 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 7,338 | $ 12,820 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrants | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class Of Stock [Line Items] | |
Number of Shares, Beginning Warrants outstanding | shares | 505,946 |
Number of Shares, Warrants exercised | shares | (35,067) |
Number of Shares, Ending Warrants outstanding | shares | 470,879 |
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ / shares | $ 5 |
Weighted Average Exercise Price, Warrant exercised | $ / shares | 1.85 |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding ending balance | $ / shares | $ 5.23 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)ft²Customer | Mar. 31, 2020USD ($)Customer | Dec. 31, 2020Customer | |
Operating Leased Assets [Line Items] | |||
Operating lease, rent expense | $ | $ 251,130 | $ 189,417 | |
Purchase commitments description | In the normal course of business, the Company enters into purchase commitments for inventory components to be delivered based upon pre-established delivery schedules over a period that may exceed one year. | ||
Number of customer's more than10% of revenue | Customer | 2 | 1 | |
Number of customers more than 10% of net trade accounts receivable | Customer | 3 | 1 | |
Revenue | Customer Concentration Risk | |||
Operating Leased Assets [Line Items] | |||
Customers accounted for 10% or more of annual revenues | 38.00% | 27.00% | |
Accounts Receivable | Customer Concentration Risk | |||
Operating Leased Assets [Line Items] | |||
Customers accounted for 10% or more of annual revenues | 58.00% | 41.00% | |
Net Purchases | Customer Concentration Risk | |||
Operating Leased Assets [Line Items] | |||
Customers accounted for 10% or more of annual revenues | 22.00% | 18.00% | |
Offices, Manufacturing and Warehouse Facility | Escondido, California | |||
Operating Leased Assets [Line Items] | |||
Operating lease, area | 29,342 | ||
Operating lease modified date | 2019-02 | ||
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 | 12,880 | ||
Operating lease, expiration date | Jun. 30, 2021 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Interest expense on all the related party | $ 3,678 | $ 17,156 | |
Unused remaining funding commitments expiration date | Apr. 1, 2020 | ||
Additional funding commitments received | $ 0 | ||
Management | Credit Facility | |||
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 | |||
Related Party Transaction [Line Items] | |||
Debt instrument, face amount | $ 350,000 | ||
Members of Board of Directors and Other Shareholders | Credit Facility | |||
Related Party Transaction [Line Items] | |||
Debt maturity term | 2 years | ||
Debt instrument, 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 | Credit Facility | Warrants | |||
Related Party Transaction [Line Items] | |||
Fair value of the warrant issued | $ 60,158 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income (loss) | $ 41,198 | $ (1,096,032) |
Denominator: | ||
Weighted average common shares outstanding - basic | 17,348,164 | 16,332,898 |
Effect of dilutive securities | 1,293,897 | |
Weighted average common shares outstanding - diluted | 18,642,061 | 16,332,898 |
Net income (loss) per common share: | ||
Basic | $ 0 | $ (0.07) |
Diluted | $ 0 | $ (0.07) |
Revenue, Segment and Geograph_3
Revenue, Segment and Geographic Information - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($)Segment | Mar. 31, 2020 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Number of Reportable Segments | Segment | 2 | |
Germany | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Exception of Long-Lived Assets | $ | $ 215,961 | |
Revenue | Customer Concentration Risk | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Concentration risk, percentage | 38.00% | 27.00% |
Revenue | Customer Concentration Risk | Non-U.S. | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||
Concentration risk, percentage | 66.00% | 50.00% |
Revenue, Segment and Geograph_4
Revenue, Segment and Geographic Information - Schedule of (Loss) Income from Operations by Reporting Segments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||
Revenue | $ 13,315,752 | $ 13,359,637 | |
Cost of revenues | (8,882,968) | (9,963,950) | |
Gross profit | $ 4,432,784 | $ 3,395,687 | |
Gross margin % | 33.30% | 25.40% | |
Total operating expenses | $ (4,157,753) | $ (4,906,841) | |
Income (loss) from operations | 275,031 | (1,511,154) | $ (424,281) |
OSS Segment | |||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||
Revenue | 8,601,971 | 8,440,224 | |
Cost of revenues | (5,341,362) | (6,120,909) | |
Gross profit | $ 3,260,609 | $ 2,319,315 | |
Gross margin % | 37.90% | 27.50% | |
Total operating expenses | $ (3,251,785) | $ (3,986,209) | |
Income (loss) from operations | 8,824 | (1,666,894) | |
Bressner Segment | |||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||
Revenue | 4,713,781 | 4,919,413 | |
Cost of revenues | (3,541,606) | (3,843,041) | |
Gross profit | $ 1,172,175 | $ 1,076,372 | |
Gross margin % | 24.90% | 21.90% | |
Total operating expenses | $ (905,968) | $ (920,632) | |
Income (loss) from operations | $ 266,207 | $ 155,740 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Apr. 07, 2021EUR (€) | Mar. 31, 2021 | May 03, 2021USD ($) |
PPP Loan | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate | 1.00% | ||
Debt instrument, maturity date | Apr. 30, 2022 | ||
Subsequent Event | PPP Loan | |||
Subsequent Event [Line Items] | |||
Loan plus accrued interest fully forgiven | $ | $ 1,499,360 | ||
Bressner Technologies, Inc. | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Proceeds from short-term loan | € | € 500,000 | ||
Debt instrument, interest rate | 1.60% | ||
Debt instrument, maturity date | Sep. 30, 2021 |