Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Boxlight Corp | |
Entity Central Index Key | 0001624512 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 10,588,118 | |
Trading Symbol | BOXL | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current asset: | ||
Cash and cash equivalents | $ 2,717,623 | $ 901,459 |
Accounts receivable - trade, net of allowances | 2,269,730 | 3,634,726 |
Inventories, net of reserve | 3,520,022 | 4,214,316 |
Prepaid expenses and other current assets | 942,023 | 1,214,157 |
Total current assets | 9,449,398 | 9,964,658 |
Property and equipment, net of accumulated depreciation | 216,031 | 226,409 |
Intangible assets, net of accumulated amortization | 6,292,406 | 6,352,273 |
Goodwill | 4,723,549 | 4,723,549 |
Other assets | 302 | 298 |
Total assets | 20,681,686 | 21,267,187 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,520,991 | 1,883,626 |
Accounts payable and accrued expenses - related parties | 5,966,673 | 6,009,112 |
Warranty reserve | 565,684 | 580,236 |
Short-term debt | 1,602,185 | 2,306,227 |
Short-term debt- related party | 446,231 | 377,333 |
Current portion of earn-out payable - related party | 300,923 | 136,667 |
Deferred revenues - short-term | 440,092 | 938,050 |
Derivative liabilities | 2,531,532 | 326,452 |
Other short-term liabilities | 19,319 | 5,128 |
Total current liabilities | 14,393,630 | 12,562,831 |
Deferred revenues - long term | 105,416 | 134,964 |
Earn-out payable - related party | 109,077 | 273,333 |
Long term debt-related party | 273,333 | 328,000 |
Long term debt | 1,344,446 | |
Total liabilities | 16,225,902 | 13,299,128 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; 250,000 shares issued and outstanding | 25 | 25 |
Common stock, $0.0001 par value, 200,000,000 shares authorized; 10,588,118 and 10,176,433 Class A shares issued and outstanding, respectively | 1,059 | 1,018 |
Additional paid-in capital | 28,492,785 | 27,279,931 |
Subscriptions receivable | (225) | (225) |
Accumulated deficit | (23,893,294) | (19,206,271) |
Other comprehensive loss | (144,566) | (106,419) |
Total stockholders' equity | 4,455,784 | 7,968,059 |
Total liabilities and stockholders' equity | $ 20,681,686 | $ 21,267,187 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 250,000 | 250,000 |
Preferred stock, shares outstanding | 250,000 | 250,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Class A Common Stock [Member] | ||
Common stock, shares issued | 10,588,118 | 10,176,433 |
Common stock, shares outstanding | 10,588,118 | 10,176,433 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 5,012,713 | $ 5,996,685 |
Cost of revenues | 3,428,173 | 4,515,713 |
Gross profit | 1,584,540 | 1,480,972 |
Operating expense | ||
General and administrative expenses | 3,760,112 | 3,194,013 |
Research and development | 235,996 | 92,505 |
Total operating expense | 3,996,108 | 3,286,518 |
Loss from operations | (2,411,568) | (1,805,546) |
Other income (expense) | ||
Interest (exepense), net | (280,603) | (146,928) |
Other income (expense), net | 21,209 | (13,461) |
Gain on settlements of liabilities | 146,434 | 25,738 |
Change in fair value of derivative liabilities | (2,162,495) | 1,035,159 |
Total other (expense) income | (2,275,455) | 900,508 |
Net loss | (4,687,023) | (905,038) |
Comprehensive loss: | ||
Net loss | (4,687,023) | (905,038) |
Other comprehensive loss | ||
Foreign currency translation (loss) gain | (38,147) | 4,863 |
Total comprehensive loss | $ (4,725,170) | $ (900,175) |
Net loss per common share - basic and diluted | $ (0.46) | $ (0.09) |
Weighted average number of common shares outstanding - basic and diluted | 10,255,808 | 9,617,234 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Class A Common Stock and Additional Paid-in Capital [Member] | Subscriptions Receivable [Member] | Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 25 | $ 21,126,912 | $ (325) | $ (47,848) | $ (12,028,388) | $ 9,050,376 |
Shares issued for: cash | 420,000 | 420,000 | ||||
Shares issued for: Stock options exercised | 3 | 3 | ||||
Foreign currency translation loss | 4,863 | 4,863 | ||||
Shares issued for: Conversion of notes payable | ||||||
Shares issued for: Acquisition | ||||||
Shares issued for: Other share-based payments | ||||||
Shares issued for: Stock compensation expense | 496,688 | 496,688 | ||||
Other | (1,487) | (1,487) | ||||
Net loss | (905,038) | (905,038) | ||||
Balance at Mar. 31, 2018 | 25 | 22,042,116 | (325) | (42,985) | (12,933,426) | 9,065,405 |
Balance at Dec. 31, 2018 | 25 | 27,280,949 | (225) | (106,419) | (19,206,271) | 7,968,059 |
Shares issued for: cash | ||||||
Shares issued for: Stock options exercised | ||||||
Foreign currency translation loss | (38,147) | (38,147) | ||||
Shares issued for: Conversion of notes payable | 382,525 | 382,525 | ||||
Shares issued for: Acquisition | 500,000 | 500,000 | ||||
Shares issued for: Other share-based payments | 12,000 | |||||
Shares issued for: Services rendered | 12,000 | |||||
Shares issued for: Closing fees for issuance of notes payable | 199,509 | 199,509 | ||||
Shares issued for: Stock compensation expense | 118,861 | 118,861 | ||||
Other | ||||||
Net loss | (4,687,023) | (4,687,023) | ||||
Balance at Mar. 31, 2019 | $ 25 | $ 28,493,844 | $ (225) | $ (144,566) | $ (23,893,294) | $ 4,455,784 |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (4,687,023) | $ (905,038) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Amortization of debt discount | 4,839 | |
Bad debt expense | (116,007) | 49,432 |
Gain on settlements of liabilities | (146,434) | (25,738) |
Change in allowance for sales returns and volume rebates | (377,232) | (34,828) |
Change in inventory reserve | 35,168 | (54,267) |
Change in fair value of derivative liability | 2,162,495 | (1,035,159) |
Stock compensation expense | 161,446 | 520,914 |
Other share-based payments | 12,000 | |
Depreciation and amortization | 246,147 | 187,847 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade | 1,864,532 | (8,240) |
Inventories | 962,894 | 942,113 |
Prepaid expenses and other current assets | 356,544 | (838,031) |
Accounts payable and accrued expenses | 641,129 | (553,436) |
Accounts payable and accrued expenses - related parties | (42,439) | 347,858 |
Deferred revenues | (527,506) | (643,559) |
Other short-term liabilities | 14,191 | |
Net cash provided by (used in) operating activities | 564,744 | (2,050,132) |
Cash flows from investing activities: | ||
Cash receipts from acquisitions | 10,261 | |
Net cash provided by investing activities | 10,261 | |
Cash flows from financing activities: | ||
Proceeds from short-term debt | 4,806,787 | 4,714,094 |
Principal payments on short-term debt | (5,361,951) | (4,646,582) |
Proceeds from convertible notes payable | 2,200,000 | |
Debt issuance costs | (165,530) | |
Discount on notes payable | (200,000) | |
Proceeds from issuance of common stock | 420,000 | |
Proceeds from issuance of common stock upon exercise of options | 3 | |
Net cash provided by financing activities | 1,279,306 | 487,515 |
Effect of foreign currency exchange rates | (38,147) | 637 |
Net increase (decrease) in cash and cash equivalents | 1,816,164 | (1,561,980) |
Cash and cash equivalents, beginning of the period | 901,459 | 2,010,325 |
Cash and cash equivalents, end of the period | 2,717,623 | 448,345 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 275,676 | 144,364 |
Non-cash investment and financing transactions: | ||
Conversion of notes payable | 382,525 | |
Shares and notes payable issued as consideration for acquisition of Modern Robotics, Inc net of cash received | 559,739 | |
Shares issued for closing fees related to outstanding notes payable | $ 199,509 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES THE COMPANY Boxlight Corporation (the “Company” or “Boxlight Parent”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia a technology company that sells interactive educational products. In 2016, the Company acquired Boxlight, Inc., Boxlight Latinoamerica, S.A. DE C.V. (“BLA”) and Boxlight Latinoamerica Servicios, S.A. DE C.V. (“BLS”) (together, “Boxlight Group”), Mimio LLC (“Mimio”) and Genesis Collaboration, LLC (“Genesis”). In 2018, the Company acquired Cohuborate Ltd. (“Cohuba”), Qwizdom Inc. and its subsidiary Qwizdom UK Limited (“Qwizdom Companies”) and EOSEDU, LLC (“EOS”). In 2019, the Company acquired Modern Robotics, Inc. (“MRI”). The Company currently designs, produces and distributes interactive technology solutions to the education market. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying condensed consolidated financial statements include the accounts of Boxlight Parent, Boxlight Group, Mimio, Genesis, Cohuba, Qwizdom Companies, EOS and MRI. Transactions and balances among Boxlight Parent, Boxlight Group, Mimio, Genesis, Cohuba, Qwizdom Companies, EOS and MRI have been eliminated. The accompanying unaudited consolidated condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated condensed financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The unaudited consolidated condensed financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K. Certain information and note disclosures normally included in the consolidated financial statements have been condensed. The December 31, 2018 balance sheet included herein was derived from the audited consolidated financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements. ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at contractual amounts, net of an allowance for doubtful accounts. The allowance for doubtful accounts represents management’s estimate of the amounts that ultimately will not be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required. INVENTORIES Inventories are stated at the lower of cost or net realizable value and include spare parts and finished goods. Inventories are primarily determined using the specific identification method and the first-in, first-out (“FIFO”) cost method. Cost includes direct cost from the contract manufacturer (“CM”) or original equipment manufacturer (“OEM”), plus material overhead related to the purchase, inbound freight and import duty costs. The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and the mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. Intangible assets Intangible assets other than goodwill are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets other than goodwill periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a market approach. Goodwill is not amortized and is not deductible for tax purposes. DERIVATIVES The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivables, and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. Debt approximates fair value due to either the short-term nature or recent execution of the debt agreement. Derivative liabilities and the earn–out payable are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. As of March 31, 2019, the Company adopted ASU 2018 -13. The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of March 31, 2019 and December 31, 2018: Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs Carrying Value as of Description (Level 1) (Level 2) (Level 3) March 31, 2019 Derivative liabilities - warrant instruments $ - $ - $ 2,531,532 $ 2,531,532 Earn-out payable – related party - - 410,000 410,000 $ 2,941,532 $ 2,941,532 Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs Carrying Value as of Description (Level 1) (Level 2) (Level 3) December 31, 2018 Derivative liabilities - warrant instruments $ - $ - $ 326,452 $ 326,452 Earn-out payable – related party - - 410,000 410,000 $ 736,452 $ 736,452 REVENUE RECOGNITION Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (“SPIFF”) paid to the value-added resellers (“VARs”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred. Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services. The Company also performs training and professional development services and recognizes revenue upon completion of the services. The Company evaluates the criteria outlined in Accounting Standards Codification (“ASC”) Subtopic 605-45, “Principal Agent Considerations,” in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned. The Company generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations. The Company has a warranty policy to provide 12 to 36 months warranty coverage on projectors, displays, accessories, batteries and computers except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 60-month warranty. The Company establishes a liability for estimated product warranty costs at the time the related product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by historical product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit. The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive against revenues based on analyses of historical data. STOCK COMPENSATION The Company estimates the fair value of each share-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. Share-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as an addition to paid-in capital. SUBSEQUENT EVENTS The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration. NEW ACCOUNTING STANDARDS In May 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. Since the Company is an Emerging Growth Company, the ASU is effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual reporting periods beginning after December 15, 2019. Earlier application is permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. Since the Company is an Emerging Growth Company, the ASU is effective for annual reporting periods beginning after December 15, 2019, and interim periods within annual reporting periods beginning after December 15, 2020. Earlier application is permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements. During the quarter the Company adopted ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” The new guidance modifies the disclosure requirements for fair value measurement, most notably eliminating the need to disclose the amount and reasons for transfers between Level 1 and Level 2, the policy for timing of transfers between levels, and the valuation processes for Level 3 measurements. Certain disclosure modifications are not yet applicable to the Company as an emerging growth company. Those include the requirements added to Topic 820, such as enhanced disclosures regarding uncertainty, providing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. As of March 31, 2019, the Company had an accumulated deficit of $23,893,294 and a working capital deficit of $4,944,232. During the three months ended March 31, 2019, the Company incurred a net loss of $4,687,023 and net cash provided in operations was $564,744. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is seeking to obtain funds for operations from its public or private sales of equity or debt securities or from bank or other loans. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 – ACQUISITIONS The acquisition described below was accounted for as a business combination which requires, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired would be recorded as goodwill. The Company has not yet finalized its evaluation and determination of the fair value of certain assets acquired and liabilities assumed. The Company recorded provisional amounts based on initial measurements of the assets acquired and liabilities assumed. The provisional amounts are subject to change and could result in goodwill, which could be significant. The Company will finalize the amounts recognized no later than one year from the acquisition date. On March 12, 2019, the Company entered into an asset purchase agreement with MRI, based in Miami, Florida. Modern Robotics is engaged in the business of developing, selling and distributing science, technology, engineering and math (STEM), robotics and programming solutions to the global education market. The Company purchased the Modern Robotics net assets for 200,000 shares of the Company’s Class A common stock and a $70,000 note payable. Assets acquired: Cash $ 10,261 Accounts receivable 66,300 Inventories 303,768 Prepaid 24,413 Intangible Assets 175,902 Total assets acquired 580,644 Total liabilities assumed (10,644 ) Net assets acquired $ 570,000 Consideration paid: Issuance of 200,000 shares of Class A common stock $ 500,000 Note Payable 70,000 Total $ 570,000 |
Accounts Receivable - Trade
Accounts Receivable - Trade | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable - Trade | NOTE 4 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following at March 31, 2019 and December 31, 2018: 2019 2018 Accounts receivable – trade $ 2,800,117 $ 4,658,352 Allowance for doubtful accounts (160,500 ) (276,507 ) Allowance for sales returns and volume rebates (369,887 ) (747,119 ) Accounts receivable - trade, net of allowances $ 2,269,730 $ 3,634,726 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories consisted of the following at March 31, 2019 and December 31, 2018: 2019 2018 Finished goods $ 3,298,610 $ 4,135,424 Spare parts 463,263 285,575 Reserve for inventory obsolescence (241,851 ) (206,683 ) Inventories, net $ 3,520,022 $ 4,214,316 During the three months ended March 31, 2019 and 2018, the Company wrote off obsolete inventories of $0 and $0, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at March 31, 2019 and December 31, 2018: 2019 2018 Prepayments to vendors $ 563,779 $ 1,033,896 Employee receivables - 1,794 Prepaid local taxes 10,522 1,614 Prepaid insurance 21,515 - Prepaid licenses and other 346,207 176,853 Prepaid expenses and other current assets $ 942,023 $ 1,214,157 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at March 31, 2019 and December 31, 2018: Useful lives 2019 2018 Building 50 years $ 199,708 $ 199,708 Building improvements 15 years 9,086 9,086 Leasehold improvements 9-10 years 3,355 3,355 Office equipment 2-7 years 36,450 36,450 Other equipment 5 years 42,485 42,485 Property and equipment, at cost 291,084 291,084 Accumulated depreciation (75,053 ) (64,675 ) Property and equipment, net of accumulated depreciation $ 216,031 $ 226,409 For the three months ended March 31, 2019 and 2018, the Company recorded depreciation expense of $10,378 and $4,657, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 8 – INTANGIBLE ASSETS AND GOODWILL Intangible assets and goodwill consisted of the following at March 31, 2019 and December 31, 2018: Useful lives 2019 2018 Patents 9 years $ 81,683 $ 81,683 Customer relationships 10 years 4,009,355 4,009,355 Technology 5 years 354,302 178,400 Domain 15 years 13,955 13,955 Trademarks 10 years 3,917,590 3,917,590 Intangible assets, at cost $ 8,376,885 $ 8,200,983 Accumulated amortization (2,084,479 ) (1,848,710 ) Intangible assets, net of accumulated amortization $ 6,292,406 $ 6,352,273 Goodwill from acquisition of EOS N/A $ 78,411 $ 78,411 Goodwill from acquisition of Qwizdom N/A 463,147 463,147 Goodwill from acquisition of Mimio N/A 44,931 44,931 Goodwill from acquisition of Boxlight N/A 4,137,060 4,137,060 $ 4,723,549 $ 4,723,549 For the three months ended March 31, 2019 and 2018, the Company recorded amortization expense of $235,769 and $183,190, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9 – DEBT The following is a summary of our debt at March 31, 2019 and December 31, 2018: 2019 2018 Debt – Third Parties Note payable – Lind Global $ 1,639,799 $ - Note payable - Radium 2 Capital 450,317 725,159 Note payable - Whitebirk Finance Limited 120,698 127,329 Accounts receivable financing – Sallyport Commercial 735,817 953,739 Note payable-Harbor Gates Capital - 500,000 Total debt – third parties 2,946,631 2,306,227 Less: current portion of debt – third parties 1,602,185 2,306,227 Long-term debt -third parties $ 1,344,446 $ - Debt – Related Parties Note payable -Steve Barker $ 70,000 $ - Note payable – Qwizdom (Darin & Silvia Beamish) 545,564 601,333 Note payable – Logical Choice Corporation – Delaware 54,000 54,000 Note payable – Mark Elliott 50,000 50,000 Total debt – related parties 719,564 705,333 Less: current portion of debt – related parties 446,231 377,333 Long-term debt – related parties $ 273,333 $ 328,000 Total debt $ 3,666,195 $ 3,011,560 Debt - Third Parties: Accounts Receivable Financing – Sallyport Commercial Finance On August 15, 2017, Boxlight Inc. and Genesis entered into a 12-month term account sale and purchase agreement with Sallyport Commercial Finance, LLC (“Sallyport”). Pursuant to the agreement, Sallyport agreed to purchase 85% of the eligible accounts receivable of the Company with a right of recourse back to the Company if the receivables are not collectible. This agreement requires a minimum monthly sales volume of $1,250,000 with a maximum facility limit of $6,000,000. Advances against this agreement accrue interest at 4% in excess of the highest prime rate publicly announced from time to time with a floor of 4.25%. In addition, the Company is required to pay a $950 audit fee per day. The Company granted Sallyport a security interest in all of Boxlight Inc. and Genesis’ assets. As of March 31, 2019, outstanding principal and accrued interest were $735,817 and $0, respectively. For the three months ended March 31, 2019, the Company incurred interest expense of $169,199. Harbor Gates Capital On May 16, 2018, the Company entered into an unsecured promissory note agreement for $500,000 with Harbor Gates Capital. The note bears an interest rate of 7% and matures on February 16, 2019. In addition, the Company issued 5,715 shares of its Class A common stock valued at $56,236 to the lender in lieu of payment of origination fees which was recorded as original issue discount and fully amortized because of the short-term. If the Company fails to pay the note on the maturity date, the note may be converted into its Class A common stock at a price of $4.00 per share at the option of the holder. On March 14, 2019, the Company converted the note into 133,750 shares of Class A common stock including the accrued interest valued at $2.86 per share. Radium Capital On September 20, 2018, the Company entered into an agreement for the purchase and sale of future receipts with Radium Capital. Pursuant to the agreement, Radium provided proceeds of $1,000,000 to the Company based on expected future revenue. The cost of the proceeds was 26% of the loan amount plus a $10,000 origination fee. The origination fee was recorded as original issue discount and fully amortized due to the short-term nature of the agreement. The Company is required to make weekly payments of $26,636 commencing October 3, 2018 to repay the debt. As of March 31, 2019, outstanding principal and accrued interest were $450,317 and $0, respectively. Whitebirk Finance Limited On September 20, 2018, the Company entered into an unsecured promissory note agreement for £98,701 with Whitebirk Finance Limited. The note bears an interest rate of 5% and matures on August 31, 2019. This note was entered to settle outstanding accounts payable between Cohuba and Whitebirk related to inventory purchases. As of March 31, 2019, outstanding principal and accrued interest were $120,698 and $3,740, respectively. Lind Global Marco Fund, LP On March 22, 2019, we entered into a securities purchase agreement with Lind Global Marco Fund, LP (the “Investor”) that contemplates a $4,000,000 working capital financing for Boxlight Parent and its subsidiaries. The investment is in the form of a $4,400,000 principal amount convertible secured Boxlight Parent note with a maturity date of 24 months. The note is convertible at the option of the Investor into our Class A voting common stock at a fixed conversion price of $4.00 per share. We will have the right to force the Investor to convert up to 50% of the outstanding amount of the note if the volume weighted average closing price of our Class A common stock trades above $8.00 for 30 consecutive days; and 100% of the outstanding amount of the note if the volume weighted average closing price of our Class A common stock trades above $12.00 for 30 consecutive days. We received $2,000,000 in March and $2,000,000 in April 2019. As of March 31, 2019, the outstanding principal net of debt issuance cost and discount, and accrued interest were $1,639,799 and $8,679. Short-Term Debt - Related Parties: Line of Credit - Logical Choice Corporation-Delaware On May 21, 2014, the Company entered into a line of credit agreement with Logical Choice Corporation-Delaware (“LCC-Delaware”), former sole member of Genesis. The line of credit allowed the Company to borrow up to $500,000 for working capital and business expansion. The funds when borrowed accrued interest at 10% per annum. Interest accrued on any advanced funds was due monthly and the outstanding principal and any accrued interest were due in full on May 21, 2015. In May 2016, the maturity date was extended to May 21, 2018. This loan is currently in default. The assets of Genesis have been pledged, but subordinated to Sallyport financing, as a security interest against any advances on the line of credit. As of March 31, 2019, outstanding principal and accrued interest under this agreement was $54,000 and $22,647, respectively. As of December 31, 2018, outstanding principal and accrued interest under this agreement was $54,000 and $21,316 respectively. Note Payable – Mark Elliott On January 16, 2015, the Company issued a note to Mark Elliott, the Company’s Chief Executive Officer, in the amount of $50,000. The note as amended was due on December 31, 2018 and bears interest at an annual rate of 10%, compounded monthly. The note is convertible into the Company’s common stock at the lesser of (i) $6.28 per share, (ii) a discount of 20% to the stock price if the Company’s common stock is publicly traded, or (iii) if applicable, such other amount negotiated by the Company. The note holder may convert all, but not less than all, of the outstanding principal and interest due under this note. On July 3, 2018, Mark Elliott, the Company’s Chief Executive Officer amended the note to eliminate the conversion provision of the note. As of March 31, 2019, outstanding principal and accrued interest under this note were $50,000 and $21,041, respectively. The note is currently in default. As of December 31, 2018, outstanding principal and accrued interest under this note were $50,000 and $19,808, respectively. Long-Term Debt - Related Parties: Long Term Note Payable- Qwizdom Shareholders On June 22, 2018, the Company issued a note to Darin and Silvia Beamish, previous 100% shareholders of Qwizdom, in the amount of $656,000 bearing an 8% interest rate. The note was issued as a part of the purchase price pursuant to the Stock Purchase agreement. The principal and accrued interest of the $656,000 note is due and payable in 12 equal quarterly payments. The first quarterly payment was due September 2018 and subsequent quarterly payments are due through June 2021. Principal and accrued interest become due and payable in full upon the completion of a public offering of Class A common stock or private placement of debt or equity securities for $10,000,000 or more. As of March 31, 2019, outstanding principal and accrued interest under this note were $545,564 and $10,762, respectively. Principal in the amount of $273,333 is due within a year from March 31, 2019. |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Revenue | NOTE 10 – DEFERRED REVENUE The Company has future performance obligations for separately priced extended warranties sold related to its Lamps for Life program and advances from customers. Activity during the three months ended March 31, 2019 and 2018: March 31, 2019 March 31, 2018 Balance, beginning of year $ 1,073,014 $ 1,302,717 Additions 208,427 71,903 Amortization (735,933 ) (715,462 ) Balance, ending of year 545,508 659,158 Deferred revenue – short-term 440,092 483,243 Deferred revenue – long-term $ 105,416 $ 175,915 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 11 – DERIVATIVE LIABILITIES On March 31, 2019 and December 31, 2018, the Company had warrants that contain net cash settlement provisions or do not have fixed settlement provisions because their conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. The Company concluded that the warrants should be accounted for as derivative liabilities. In determining the fair value of the derivative liabilities, the Company used the black-scholes option pricing model at March 31, 2019 and 2018: March 31,2019 Common stock issuable upon exercise of warrants 1,191,999 Market value of common stock on measurement date $ 3.20 Exercise price $ 1.20 Risk free interest rate (1) 2.21 – 2.4 % Expected life in years 0.76 – 2.76 years Expected volatility (2) 64 – 119 % Expected dividend yields (3) 0 % March 31,2018 Common stock issuable upon exercise of warrants 1,032,717 Market value of common stock on measurement date $ 4.06 Exercise price $ 7.70 to $7.0 Risk free interest rate (1) 2.27 % Expected life in years 1.76 years Expected volatility (2) 72.36 % Expected dividend yields (3) 0 % (1) The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. (2) The expected volatility rate was determined by calculating the volatility of the Company’s peers’ common stock. (3) The Company does not expect to pay a dividend in the foreseeable future. The following table shows the change in the Company’s derivative liabilities rollforward for the three months ended March 31, 2019 and 2018: Amount Balance, December 31, 2018 $ 326,452 Initial valuation of derivative liabilities upon issuance of warrants 42,585 Change in fair value of derivative liabilities 2,162,495 Balance, March 31, 2019 $ 2,531,532 Amount Balance, December 31, 2017 $ 1,857,252 Initial valuation of derivative liabilities upon issuance of warrants 24,226 Change in fair value of derivative liabilities (1,035,159 ) Balance, March 31, 2018 $ 846,319 The change in fair value of derivative liabilities includes losses from exercise price modifications. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | NOTE 12 – EQUITY Preferred Shares The Company’s articles of incorporation provide that the Company is authorized to issue 50,000,000 preferred shares consisting of: 1) 250,000 shares of non-voting Series A preferred stock, with a par value of $0.0001 per share; 2) 1,200,000 shares of voting Series B preferred stock, with a par value of $0.0001 per share; 3) 270,000 shares of voting Series C preferred stock, with a par value of $0.0001 per share; and 4) 48,280,000 shares to be designated by the Company’s Board of Directors. The Company issued 1,000,000 shares of Series B preferred stock for the acquisition of Genesis and 270,000 shares of Series C preferred stock for the acquisition of Boxlight Group. Upon the completion of the initial public offering (“IPO”) in November 2017, all shares of Series B and C preferred stock related to the acquisitions of Genesis and Boxlight Group were converted to Class A common stock. Upon completion of the Company’s IPO, an aggregate of 250,000 shares of the Company’s non-voting convertible Series A preferred stock were issued to Vert Capital for the acquisition of Genesis. All of the Series A preferred stock shall be automatically converted into Class A common stock no later than November 30, 2018. Common Stock The Company’s common stock consists of 1) 150,000,000 shares of Class A voting common stock and 2) 50,000,000 shares of Class B non-voting common stock. Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock. As of March 31, 2019, and December 31, 2018, the Company had 10,588,118 and 10,176,433 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding at March 31, 2019 and December 31, 2018. Issuance of common stock During the three months ended March 31, 2019, the Company issued 6,169 shares of common stock in lieu of payment for services with an aggregate amount of $12,000. On March 12, 2019, the Company issued 200,000 shares of common stock to the shareholder of Modern Robotics, Inc. valued at $2.50 per share, related to the asset purchases agreement. On March 14, 2019, the Company issued 133,750 shares of common stock valued at $2.86 per share to Harbor Gates Capital to settle the $500,000 outstanding convertible note including accrued interest. On March 22, 2019, the Company issued 71,766 shares of common stock valued at $2.78 per share in lieu of payment of the closing fees of the convertible debt issued to Lind Global. Exercise of stock options No stock options were exercised during the three months ended March 31, 2019. |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 13 – STOCK COMPENSATION The total number of underlying shares of the Company’s Class A common stock available for grant to directors, officers, key employees, and consultants of the Company or a subsidiary of the Company under the plan is 2,690,438 shares. Grants made under this plan must be approved by the Company’s Board of Directors. As of March 31, 2019, the Company had 985,226 shares reserved for issuance under the plan. Stock Options Under our stock option program, an employee receives an award that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediately vested to a four-year vesting period and expire 5 years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options, excluding immediately vested, have no financial statement effect on the date they are granted but rather are reflected over time through recording compensation expense. We record compensation expense based on the estimated fair value of the awards that vest and that amount is amortized as compensation expense on a straight-line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting. Following is a summary of the option activities during the three months ended March 31,2019: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2018 1,718,024 $ 4.18 4.64 Granted 20,000 $ 2.50 Cancelled (32,812 ) $ 5.40 Outstanding, March 31,2019 1,705,212 $ 4.14 4.47 Exercisable, March 31,2019 1,182,426 $ 3.72 4.25 The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option pricing model. As of March 31, 2019, the options had an intrinsic value of approximately $0.5 million. On March 12, 2019, the Company issued 20,000 stock options, Steve Barker with an exercise price of $2.50 per share. The expiration date of these options is 10 years from the grant date. These options had an aggregate fair value of approximately $31,436 on the grant date. Variables used in the Black-Scholes option-pricing model for options granted during the three months ended March 31, 2019 include: (1) discount rate of 2.41% (2) expected life, using simplified method, of 6 years, (3) expected volatility of 168%, and (4) zero expected dividends. Warrants Following is a summary of the warrant activities during the three months ended March 31, 2019: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2018 1,184,121 $ 1.90 1.63 Granted 60,827 $ 1.20 Outstanding, March 31, 2019 1,244,948 $ 1.50 1.35 Exercisable, March 31, 2019 1,191,199 $ 1.20 1.25 During the three months ended March 31, 2019, the Company issued 60,827 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares to either raise additional capital or complete an acquisition. Variables used in the Black-Scholes option-pricing model for options granted during the three months ended March 31, 2019 include: (1) discount rate of 2.45% – 2.52% (2) expected life of 1 year, (3) expected volatility of 65% – 66%, and (4) zero expected dividends. Stock compensation expense For the three months ended March 31, 2019 and 2018, the Company recorded the following stock compensation in general and administrative expense: 2019 2018 Stock options $ 118,861 $ 496,688 Warrants 42,585 24,226 Total stock compensation expense $ 161,446 $ 520,914 As of March 31, 2019, there was approximately $1.6 million of unrecognized compensation expense related to unvested options, which will be amortized over the remaining vesting period. Of that total, approximately $0.4 million is estimated to be recorded as compensation expense in the remaining nine months of 2019. |
Other Related Party Transaction
Other Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | NOTE 14 – OTHER RELATED PARTY TRANSACTIONS Management Agreements On November 30, 2017, the Company entered into a management agreement with Dynamic Capital, LLC, a Delaware limited liability company owned by the AEL Irrevocable Trust and managed by Adam Levin (“Dynamic Capital”). Pursuant to the agreement, Dynamic Capital shall perform consulting services for the Company relating to, among other things, sourcing and analyzing strategic acquisitions and introductions to various financing sources. Dynamic Capital shall receive a management fee payable in cash equal to 1.125% of total consolidated net revenues for the fiscal years ended December 31, 2017 and 2018, payable in monthly installments. The annual fee is subject to a cap of $750,000 in each of 2017 and 2018. At its option, Dynamic Capital may defer payment until the end of each year and receive payment in the form of shares of Class A common stock of the Company. As of March 31, 2019, and December 31, 2018, the Company had a payable of $377,417 and $425,619, respectively, pursuant to the agreement. On January 31, 2018, the Company entered into a management agreement with an entity owned and controlled by our President and Director, Michael Pope. Effective as of the first day of the same month that Mr. Pope’s employment with the Company shall terminate, and for a term of 13 months, Mr. Pope shall provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services. As consideration for the services provided, the Company shall pay a management fee equal to 0.375% of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $250,000 in any calendar year. At his option, Mr. Pope may defer payment until the end of each year and receive payment in the form of shares of Class A common stock of the Company. Sales and Purchases - EDI Everest Display Inc. (“EDI”), an affiliate of the Company’s major shareholder K-Laser, is a major supplier of products to the Company. For the three months ended March 31, 2019 and 2018, the Company had purchases of $124,569 and $1,926,324, respectively, from EDI. For the three months ended March 31, 2019 and 2018, the Company had sales of $10,299 and $5,100, respectively, to EDI. As of March 31, 2019, and December 31, 2018, the Company had accounts payable of approximately of $5,519,827 and $5,491,616, respectively, to EDI. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Operating Lease Commitments The Company leases three offices under non-cancelable lease agreements. The leases provide that the Company pays only a monthly rental and is not responsible for taxes, insurance or maintenance expenses related to the property. Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to March 31, 2019 are as follows: Year ending December31, Amount 2019 $ 270,303 2020 335,032 2021 315,840 2022 79,440 Net Minimum Lease Payments $ 1,000,615 For the three months ended March 31, 2019 and 2018, aggregate rent expense was approximately $102,620 and $67,000 respectively. |
Customer and Supplier Concentra
Customer and Supplier Concentration | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Customer and Supplier Concentration | NOTE 16 – CUSTOMER AND SUPPLIER CONCENTRATION Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. The Company’s revenues were concentrated among few customers for the three months ended March 31, 2019 and 2018: Customer Total revenues from the customer to total revenues for the three months ended March 31, 2019 Accounts receivable from the customer as of March 31, 2019 (rounded to 000’s) 1 24 % $ 235,000 Customer Total revenues from the customer to total revenues for the three months ended March 31, 2018 Accounts receivable from the customer as of March 31, 2018 (rounded to 000’s) 1 13 % $ 45,000 2 12 % $ (111,000 ) 3 11 % $ 654,000 The loss of the significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition. The Company’s purchases were concentrated among a few vendors for the three months ended March 31, 2019 and 2018: Vendor Total purchases from the vendor to total purchases for the three months ended March 31, 2019 Accounts payable (prepayment) to the vendor as of March 31, 2019 (rounded to 000’s) 1 31 % $ (125,000 ) 2 15 % $ (21,000 ) 3 12 % $ (53,000 ) Vendor Total purchases from the vendor to total purchases for the three months ended March 31, 2018 Accounts payable (prepayment) to the vendor as of March 31, 2018 (rounded to 000’s) 1 44 % $ 4,611,000 2 29 % $ (7,000 ) The Company believes there are other suppliers that could be substituted should the supplier become unavailable or non-competitive. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS On April 3, 2019, the Company received $1,845,000 net of legal and commitment fees from Lind Global as part of the $4,000,000 working capital financing secured by a convertible Boxlight Parent note. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | THE COMPANY Boxlight Corporation (the “Company” or “Boxlight Parent”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia a technology company that sells interactive educational products. In 2016, the Company acquired Boxlight, Inc., Boxlight Latinoamerica, S.A. DE C.V. (“BLA”) and Boxlight Latinoamerica Servicios, S.A. DE C.V. (“BLS”) (together, “Boxlight Group”), Mimio LLC (“Mimio”) and Genesis Collaboration, LLC (“Genesis”). In 2018, the Company acquired Cohuborate Ltd. (“Cohuba”), Qwizdom Inc. and its subsidiary Qwizdom UK Limited (“Qwizdom Companies”) and EOSEDU, LLC (“EOS”). In 2019, the Company acquired Modern Robotics, Inc. (“MRI”). The Company currently designs, produces and distributes interactive technology solutions to the education market. |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying condensed consolidated financial statements include the accounts of Boxlight Parent, Boxlight Group, Mimio, Genesis, Cohuba, Qwizdom Companies, EOS and MRI. Transactions and balances among Boxlight Parent, Boxlight Group, Mimio, Genesis, Cohuba, Qwizdom Companies, EOS and MRI have been eliminated. The accompanying unaudited consolidated condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated condensed financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The unaudited consolidated condensed financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K. Certain information and note disclosures normally included in the consolidated financial statements have been condensed. The December 31, 2018 balance sheet included herein was derived from the audited consolidated financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements. |
Estimates and Assumptions | ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. |
Accounts Receivable and Allowance for Doubtful Accounts | ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at contractual amounts, net of an allowance for doubtful accounts. The allowance for doubtful accounts represents management’s estimate of the amounts that ultimately will not be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required. |
Inventories | INVENTORIES Inventories are stated at the lower of cost or net realizable value and include spare parts and finished goods. Inventories are primarily determined using the specific identification method and the first-in, first-out (“FIFO”) cost method. Cost includes direct cost from the contract manufacturer (“CM”) or original equipment manufacturer (“OEM”), plus material overhead related to the purchase, inbound freight and import duty costs. The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and the mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. |
Intangible Assets | INTANGIBLE ASSETS Intangible assets other than goodwill are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets other than goodwill periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a marketapproach. Goodwill is not amortized and is not deductible for tax purposes. |
Derivatives | DERIVATIVES The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivables, and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. Debt approximates fair value due to either the short-term nature or recent execution of the debt agreement. Derivative liabilities and the earn–out payable are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. As of March 31, 2019, the Company adopted ASU 2018 -13. The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of March 31, 2019 and December 31, 2018: Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs Carrying Value as of Description (Level 1) (Level 2) (Level 3) March 31, 2019 Derivative liabilities - warrant instruments $ - $ - $ 2,531,532 $ 2,531,532 Earn-out payable – related party - - 410,000 410,000 $ 2,941,532 $ 2,941,532 Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs Carrying Value as of Description (Level 1) (Level 2) (Level 3) December 31, 2018 Derivative liabilities - warrant instruments $ - $ - $ 326,452 $ 326,452 Earn-out payable – related party - - 410,000 410,000 $ 736,452 $ 736,452 |
Revenue Recognition | REVENUE RECOGNITION Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (“SPIFF”) paid to the value-added resellers (“VARs”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred. Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services. The Company also performs training and professional development services and recognizes revenue upon completion of the services. The Company evaluates the criteria outlined in Accounting Standards Codification (“ASC”) Subtopic 605-45, “Principal Agent Considerations,” in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned. The Company generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations. The Company has a warranty policy to provide 12 to 36 months warranty coverage on projectors, displays, accessories, batteries and computers except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 60-month warranty. The Company establishes a liability for estimated product warranty costs at the time the related product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by historical product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit. The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive against revenues based on analyses of historical data. |
Stock Compensation | STOCK COMPENSATION The Company estimates the fair value of each share-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. Share-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as an addition to paid-in capital. |
Subsequent Events | SUBSEQUENT EVENTS The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration. |
New Accounting Standards | NEW ACCOUNTING STANDARDS In May 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. Since the Company is an Emerging Growth Company, the ASU is effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual reporting periods beginning after December 15, 2019. Earlier application is permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. Since the Company is an Emerging Growth Company, the ASU is effective for annual reporting periods beginning after December 15, 2019, and interim periods within annual reporting periods beginning after December 15, 2020. Earlier application is permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements. During the quarter the Company adopted ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” The new guidance modifies the disclosure requirements for fair value measurement, most notably eliminating the need to disclose the amount and reasons for transfers between Level 1 and Level 2, the policy for timing of transfers between levels, and the valuation processes for Level 3 measurements. Certain disclosure modifications are not yet applicable to the Company as an emerging growth company. Those include the requirements added to Topic 820, such as enhanced disclosures regarding uncertainty, providing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Financial Liabilities Measured on a Recurring Basis | The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of March 31, 2019 and December 31, 2018: Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs Carrying Value as of Description (Level 1) (Level 2) (Level 3) March 31, 2019 Derivative liabilities - warrant instruments $ - $ - $ 2,531,532 $ 2,531,532 Earn-out payable – related party - - 410,000 410,000 $ 2,941,532 $ 2,941,532 Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs Carrying Value as of Description (Level 1) (Level 2) (Level 3) December 31, 2018 Derivative liabilities - warrant instruments $ - $ - $ 326,452 $ 326,452 Earn-out payable – related party - - 410,000 410,000 $ 736,452 $ 736,452 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets acquired: Cash $ 10,261 Accounts receivable 66,300 Inventories 303,768 Prepaid 24,413 Intangible Assets 175,902 Total assets acquired 580,644 Total liabilities assumed (10,644 ) Net assets acquired $ 570,000 Consideration paid: Issuance of 200,000 shares of Class A common stock $ 500,000 Note Payable 70,000 Total $ 570,000 |
Accounts Receivable - Trade (Ta
Accounts Receivable - Trade (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable - Trade | Accounts receivable consisted of the following at March 31, 2019 and December 31, 2018: 2019 2018 Accounts receivable – trade $ 2,800,117 $ 4,658,352 Allowance for doubtful accounts (160,500 ) (276,507 ) Allowance for sales returns and volume rebates (369,887 ) (747,119 ) Accounts receivable - trade, net of allowances $ 2,269,730 $ 3,634,726 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following at March 31, 2019 and December 31, 2018: 2019 2018 Finished goods $ 3,298,610 $ 4,135,424 Spare parts 463,263 285,575 Reserve for inventory obsolescence (241,851 ) (206,683 ) Inventories, net $ 3,520,022 $ 4,214,316 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at March 31, 2019 and December 31, 2018: 2019 2018 Prepayments to vendors $ 563,779 $ 1,033,896 Employee receivables - 1,794 Prepaid local taxes 10,522 1,614 Prepaid insurance 21,515 - Prepaid licenses and other 346,207 176,853 Prepaid expenses and other current assets $ 942,023 $ 1,214,157 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at March 31, 2019 and December 31, 2018: Useful lives 2019 2018 Building 50 years $ 199,708 $ 199,708 Building improvements 15 years 9,086 9,086 Leasehold improvements 9-10 years 3,355 3,355 Office equipment 2-7 years 36,450 36,450 Other equipment 5 years 42,485 42,485 Property and equipment, at cost 291,084 291,084 Accumulated depreciation (75,053 ) (64,675 ) Property and equipment, net of accumulated depreciation $ 216,031 $ 226,409 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets and goodwill consisted of the following at March 31, 2019 and December 31, 2018: Useful lives 2019 2018 Patents 9 years $ 81,683 $ 81,683 Customer relationships 10 years 4,009,355 4,009,355 Technology 5 years 354,302 178,400 Domain 15 years 13,955 13,955 Trademarks 10 years 3,917,590 3,917,590 Intangible assets, at cost $ 8,376,885 $ 8,200,983 Accumulated amortization (2,084,479 ) (1,848,710 ) Intangible assets, net of accumulated amortization $ 6,292,406 $ 6,352,273 Goodwill from acquisition of EOS N/A $ 78,411 $ 78,411 Goodwill from acquisition of Qwizdom N/A 463,147 463,147 Goodwill from acquisition of Mimio N/A 44,931 44,931 Goodwill from acquisition of Boxlight N/A 4,137,060 4,137,060 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of our debt at March 31, 2019 and December 31, 2018: 2019 2018 Debt – Third Parties Note payable – Lind Global $ 1,639,799 $ - Note payable - Radium 2 Capital 450,317 725,159 Note payable - Whitebirk Finance Limited 120,698 127,329 Accounts receivable financing – Sallyport Commercial 735,817 953,739 Note payable-Harbor Gates Capital - 500,000 Total debt – third parties 2,946,631 2,306,227 Less: current portion of debt – third parties 1,602,185 2,306,227 Long-term debt -third parties $ 1,344,446 $ - Debt – Related Parties Note payable -Steve Barker $ 70,000 $ - Note payable – Qwizdom (Darin & Silvia Beamish) 545,564 601,333 Note payable – Logical Choice Corporation – Delaware 54,000 54,000 Note payable – Mark Elliott 50,000 50,000 Total debt – related parties 719,564 705,333 Less: current portion of debt – related parties 446,231 377,333 Long-term debt – related parties $ 273,333 $ 328,000 Total debt $ 3,666,195 $ 3,011,560 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of Deferred Revenue | Activity during the three months ended March 31, 2019 and 2018: March 31, 2019 March 31, 2018 Balance, beginning of year $ 1,073,014 $ 1,302,717 Additions 208,427 71,903 Amortization (735,933 ) (715,462 ) Balance, ending of year 545,508 659,158 Deferred revenue – short-term 440,092 483,243 Deferred revenue – long-term $ 105,416 $ 175,915 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Liabilities | In determining the fair value of the derivative liabilities, the Company used the black-scholes option pricing model at March 31, 2019 and 2018: March 31,2019 Common stock issuable upon exercise of warrants 1,191,999 Market value of common stock on measurement date $ 3.20 Exercise price $ 1.20 Risk free interest rate (1) 2.21 – 2.4 % Expected life in years 0.76 – 2.76 years Expected volatility (2) 64 – 119 % Expected dividend yields (3) 0 % March 31,2018 Common stock issuable upon exercise of warrants 1,032,717 Market value of common stock on measurement date $ 4.06 Exercise price $ 7.70 to $7.0 Risk free interest rate (1) 2.27 % Expected life in years 1.76 years Expected volatility (2) 72.36 % Expected dividend yields (3) 0 % (1) The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. (2) The expected volatility rate was determined by calculating the volatility of the Company’s peers’ common stock. (3) The Company does not expect to pay a dividend in the foreseeable future. |
Schedule of Change in Derivative Liabilities | The following table shows the change in the Company’s derivative liabilities rollforward for the three months ended March 31, 2019 and 2018: Amount Balance, December 31, 2018 $ 326,452 Initial valuation of derivative liabilities upon issuance of warrants 42,585 Change in fair value of derivative liabilities 2,162,495 Balance, March 31, 2019 $ 2,531,532 Amount Balance, December 31, 2017 $ 1,857,252 Initial valuation of derivative liabilities upon issuance of warrants 24,226 Change in fair value of derivative liabilities (1,035,159 ) Balance, March 31, 2018 $ 846,319 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activities | Following is a summary of the option activities during the three months ended March 31,2019: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2018 1,718,024 $ 4.18 4.64 Granted 20,000 $ 2.50 Cancelled (32,812 ) $ 5.40 Outstanding, March 31,2019 1,705,212 $ 4.14 4.47 Exercisable, March 31,2019 1,182,426 $ 3.72 4.25 |
Schedule of Warrant Activity | Following is a summary of the warrant activities during the three months ended March 31, 2019: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2018 1,184,121 $ 1.90 1.63 Granted 60,827 $ 1.20 Outstanding, March 31, 2019 1,244,948 $ 1.50 1.35 Exercisable, March 31, 2019 1,191,199 $ 1.20 1.25 |
Schedule of Stock Compensation Expenses | For the three months ended March 31, 2019 and 2018, the Company recorded the following stock compensation in general and administrative expense: 2019 2018 Stock options $ 118,861 $ 496,688 Warrants 42,585 24,226 Total stock compensation expense $ 161,446 $ 520,914 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to March 31, 2019 are as follows: Year ending December31, Amount 2019 $ 270,303 2020 335,032 2021 315,840 2022 79,440 Net Minimum Lease Payments $ 1,000,615 |
Customer and Supplier Concent_2
Customer and Supplier Concentration (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | The Company’s revenues were concentrated among few customers for the three months ended March 31, 2019 and 2018: Customer Total revenues from the customer to total revenues for the three months ended March 31, 2019 Accounts receivable from the customer as of March 31, 2019 (rounded to 000’s) 1 24 % $ 235,000 Customer Total revenues from the customer to total revenues for the three months ended March 31, 2018 Accounts receivable from the customer as of March 31, 2018 (rounded to 000’s) 1 13 % $ 45,000 2 12 % $ (111,000 ) 3 11 % $ 654,000 The loss of the significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition. The Company’s purchases were concentrated among a few vendors for the three months ended March 31, 2019 and 2018: Vendor Total purchases from the vendor to total purchases for the three months ended March 31, 2019 Accounts payable (prepayment) to the vendor as of March 31, 2019 (rounded to 000’s) 1 31 % $ (125,000 ) 2 15 % $ (21,000 ) 3 12 % $ (53,000 ) Vendor Total purchases from the vendor to total purchases for the three months ended March 31, 2018 Accounts payable (prepayment) to the vendor as of March 31, 2018 (rounded to 000’s) 1 44 % $ 4,611,000 2 29 % $ (7,000 ) |
Organization and Significant _4
Organization and Significant Accounting Policies - Schedule of Financial Liabilities Measured on a Recurring Basis (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative liabilities | $ 2,941,532 | $ 736,452 |
Warrant Instruments [Member] | ||
Derivative liabilities | 2,531,532 | 326,452 |
Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | 410,000 | 410,000 |
Markets for Identical Assets (Level 1) [Member] | ||
Derivative liabilities | ||
Markets for Identical Assets (Level 1) [Member] | Warrant Instruments [Member] | ||
Derivative liabilities | ||
Markets for Identical Assets (Level 1) [Member] | Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | ||
Other Observable Inputs (Level 2) [Member] | ||
Derivative liabilities | ||
Other Observable Inputs (Level 2) [Member] | Warrant Instruments [Member] | ||
Derivative liabilities | ||
Other Observable Inputs (Level 2) [Member] | Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Derivative liabilities | 2,941,532 | 736,452 |
Significant Unobservable Inputs (Level 3) [Member] | Warrant Instruments [Member] | ||
Derivative liabilities | 2,531,532 | 326,452 |
Significant Unobservable Inputs (Level 3) [Member] | Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | $ 410,000 | $ 410,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 23,893,294 | $ 19,206,271 | |
Working capital deficit | 4,944,232 | ||
Net loss | 4,687,023 | $ 905,038 | |
Net cash used in operations | $ 564,744 | $ (2,050,132) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - Modern Robotics, Inc [Member] - Class A Common Stock [Member] | Mar. 12, 2019USD ($)shares |
Number of shares issued during period | shares | 200,000 |
Notes payable | $ | $ 70,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Modern Robotics, Inc [Member] | May 12, 2019USD ($) |
Cash | $ 10,261 |
Accounts receivable | 66,300 |
Inventories | 303,768 |
Prepaid | 24,413 |
Intangible Assets | 175,902 |
Total assets acquired | 580,644 |
Total liabilities assumed | (10,644) |
Net assets acquired | 570,000 |
Issuance of Class A common stock | 500,000 |
Note Payable | 70,000 |
Total | $ 570,000 |
Acquisitions - Schedule of Re_2
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | Mar. 12, 2019shares |
Modern Robotics, Inc [Member] | |
Issuance of Class A common stock, number of shares | 200,000 |
Accounts Receivable - Trade - S
Accounts Receivable - Trade - Schedule of Accounts Receivable - Trade (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts receivable - trade | $ 2,800,117 | $ 4,658,352 |
Allowance for doubtful accounts | (160,500) | (276,507) |
Allowance for sales returns and volume rebates | (369,887) | (747,119) |
Accounts receivable - trade, net of allowances | $ 2,269,730 | $ 3,634,726 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Inventories write off | $ 0 | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 3,298,610 | $ 4,135,424 |
Spare parts | 463,263 | 285,575 |
Reserves for inventory obsolescence | (241,851) | (206,683) |
Inventories, net | $ 3,520,022 | $ 4,214,316 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Prepaid expenses and other current assets | $ 942,023 | $ 1,214,157 |
Prepayments to Vendors [Member] | ||
Prepaid expenses and other current assets | 563,779 | 1,033,896 |
Employee Receivables [Member] | ||
Prepaid expenses and other current assets | 1,794 | |
Prepaid Local Taxes [Member] | ||
Prepaid expenses and other current assets | 10,522 | 1,614 |
Prepaid Insurance [Member] | ||
Prepaid expenses and other current assets | 21,515 | |
Prepaid Licenses and Other [Member] | ||
Prepaid expenses and other current assets | $ 346,207 | $ 176,853 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 10,378 | $ 4,657 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Property and equipment, at cost | $ 291,084 | $ 291,084 |
Accumulated depreciation | (75,053) | (64,675) |
Property and equipment, net of accumulated depreciation | $ 216,031 | $ 226,409 |
Building [Member] | ||
Useful lives | 50 years | 50 years |
Property and equipment, at cost | $ 199,708 | $ 199,708 |
Building Improvements [Member] | ||
Useful lives | 15 years | 15 years |
Property and equipment, at cost | $ 9,086 | $ 9,086 |
Leasehold Improvements [Member] | ||
Property and equipment, at cost | $ 3,355 | $ 3,355 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Useful lives | 9 years | 9 years |
Leasehold Improvements [Member] | Maximum [Member] | ||
Useful lives | 10 years | 10 years |
Office Equipment [Member] | ||
Property and equipment, at cost | $ 36,450 | $ 36,450 |
Office Equipment [Member] | Minimum [Member] | ||
Useful lives | 2 years | 2 years |
Office Equipment [Member] | Maximum [Member] | ||
Useful lives | 7 years | 7 years |
Other Equipment [Member] | ||
Useful lives | 5 years | 5 years |
Property and equipment, at cost | $ 42,485 | $ 42,485 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 235,769 | $ 183,190 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Intangible assets, at cost | $ 8,376,885 | $ 8,200,983 |
Accumulated amortization | (2,084,479) | (1,848,710) |
Intangible assets, net of accumulated amortization | 6,292,406 | 6,352,273 |
Goodwill | 4,723,549 | 4,723,549 |
EOSEDU, LLC [Member] | ||
Goodwill | 78,411 | 78,411 |
Qwizdom, Inc [Member] | ||
Goodwill | 463,147 | 463,147 |
Mimio [Member] | ||
Goodwill | 44,931 | 44,931 |
Boxlight [Member] | ||
Goodwill | $ 4,137,060 | $ 4,137,060 |
Patents [Member] | ||
Useful lives | 9 years | 9 years |
Intangible assets, at cost | $ 81,683 | $ 81,683 |
Customer Relationships [Member] | ||
Useful lives | 10 years | 10 years |
Intangible assets, at cost | $ 4,009,355 | $ 4,009,355 |
Technology [Member] | ||
Useful lives | 5 years | 5 years |
Intangible assets, at cost | $ 354,302 | $ 178,400 |
Domain [Member] | ||
Useful lives | 15 years | 15 years |
Intangible assets, at cost | $ 13,955 | $ 13,955 |
Trademarks [Member] | ||
Useful lives | 10 years | 10 years |
Intangible assets, at cost | $ 3,917,590 | $ 3,917,590 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Mar. 22, 2019 | Mar. 14, 2019 | Oct. 03, 2018 | Sep. 20, 2018 | Jun. 22, 2018 | May 16, 2018 | Aug. 15, 2017 | Jan. 16, 2015 | May 21, 2014 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Debt instrument principal amount | $ 3,666,195 | $ 3,011,560 | ||||||||||
Debt issued common stock, value | $ 420,000 | |||||||||||
Mark Elliott [Member] | ||||||||||||
Debt instrument principal amount | 50,000 | 50,000 | ||||||||||
Accrued interest | 21,041 | 19,808 | ||||||||||
Notes payable | $ 50,000 | |||||||||||
Debt interest rate percentage | 10.00% | |||||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||||
Debt instrument conversion price | $ 6.28 | |||||||||||
Debt conversion percentage | 20.00% | |||||||||||
Sallyport Commercial Finance, LLC [Member] | ||||||||||||
Debt instrument principal amount | 735,817 | |||||||||||
Accrued interest | 0 | |||||||||||
Interest expenses | 169,199 | |||||||||||
Harbor Gates Capital [Member] | ||||||||||||
Debt issued common stock, shares | 133,750 | |||||||||||
Debt issued common stock, value | $ 500,000 | |||||||||||
Lind Global Marco Fund, LP [Member] | ||||||||||||
Debt instrument principal amount | 1,639,799 | |||||||||||
Accrued interest | 8,679 | |||||||||||
Proceeds from related party | 2,000,000 | |||||||||||
Lind Global Marco Fund, LP [Member] | April 2019 [Member] | ||||||||||||
Proceeds from related party | 2,000,000 | |||||||||||
Qwizdom, Inc [Member] | ||||||||||||
Debt instrument principal amount | $ 656,000 | 545,564 | ||||||||||
Accrued interest | 10,762 | |||||||||||
Debt interest rate percentage | 8.00% | |||||||||||
Percentage for shareholders | 100.00% | |||||||||||
Long term note payable | $ 656,000 | 273,333 | ||||||||||
Qwizdom, Inc [Member] | Class A Common Stock [Member] | ||||||||||||
Proceeds from financing | $ 10,000,000 | |||||||||||
Sale and Purchase Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | ||||||||||||
Purchase of eligible accounts receivable percentage | 85.00% | |||||||||||
Minimum monthly draw | $ 1,250,000 | |||||||||||
Line of credit maximum borrowing capacity | 6,000,000 | |||||||||||
Auditor fee | $ 950 | |||||||||||
Sale and Purchase Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | Floor Rate [Member] | ||||||||||||
Accrued interest rate percentage | 4.25% | |||||||||||
Sale and Purchase Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | Maximum [Member] | Prime Rate [Member] | ||||||||||||
Accrued interest rate percentage | 4.00% | |||||||||||
Sale and Purchase Agreement [Member] | Notes Payable - Radium Capital [Member] | ||||||||||||
Debt instrument principal amount | 450,317 | |||||||||||
Accrued interest | 0 | |||||||||||
Proceeds from promissory note | $ 1,000,000 | |||||||||||
Cost of loan percentage | 26.00% | |||||||||||
Origination fee | $ 10,000 | |||||||||||
Repayment of principal amount | $ 26,636 | |||||||||||
Unsecured Promissory Note Agreement [Member] | Harbor Gates Capital [Member] | ||||||||||||
Notes payable | $ 500,000 | |||||||||||
Debt interest rate percentage | 7.00% | |||||||||||
Debt maturity date | Feb. 16, 2019 | |||||||||||
Unsecured Promissory Note Agreement [Member] | Harbor Gates Capital [Member] | Class A Common Stock [Member] | ||||||||||||
Debt issued common stock, shares | 5,715 | |||||||||||
Debt issued common stock, value | $ 56,236 | |||||||||||
Debt instrument conversion price | $ 2.86 | $ 4 | ||||||||||
Debt conversion of convertible debt shares | 133,750 | |||||||||||
Unsecured Promissory Note Agreement [Member] | Note Payable - Whitebirk Finance Limited [Member] | ||||||||||||
Debt instrument principal amount | 120,698 | |||||||||||
Accrued interest | 3,740 | |||||||||||
Debt interest rate percentage | 5.00% | |||||||||||
Debt maturity date | Aug. 31, 2019 | |||||||||||
Unsecured Promissory Note Agreement [Member] | Note Payable - Whitebirk Finance Limited [Member] | Euro [Member] | ||||||||||||
Notes payable | $ 98,701 | |||||||||||
Securities Purchase Agreement [Member] | Lind Global Marco Fund, LP [Member] | ||||||||||||
Debt instrument principal amount | $ 4,400,000 | |||||||||||
Working capital financing amount | $ 4,000,000 | |||||||||||
Debt maturity period | 24 months | |||||||||||
Debt weighted average interest rate | 100.00% | |||||||||||
Securities Purchase Agreement [Member] | Lind Global Marco Fund, LP [Member] | Class A Common Stock [Member] | ||||||||||||
Debt instrument conversion price | $ 4 | |||||||||||
Debt conversion percentage | 50.00% | |||||||||||
Securities Purchase Agreement [Member] | Lind Global Marco Fund, LP [Member] | Maximum [Member] | Class A Common Stock [Member] | ||||||||||||
Debt conversion price per share increase | $ 12 | |||||||||||
Securities Purchase Agreement [Member] | Lind Global Marco Fund, LP [Member] | Minimum [Member] | Class A Common Stock [Member] | ||||||||||||
Debt conversion price per share increase | $ 8 | |||||||||||
Line of Credit Agreement [Member] | Logical Choice Corporation [Member] | ||||||||||||
Line of credit maximum borrowing capacity | $ 500,000 | |||||||||||
Accrued interest rate percentage | 10.00% | |||||||||||
Debt instrument principal amount | 54,000 | 54,000 | ||||||||||
Accrued interest | $ 22,647 | $ 21,316 | ||||||||||
Line of credit extended maturity date | May 21, 2018 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total debt | $ 3,666,195 | $ 3,011,560 |
Long-term debt | 1,344,446 | |
Third Parties [Member] | ||
Total debt | 2,946,631 | 2,306,227 |
Less: current portion of debt | 1,602,185 | 2,306,227 |
Long-term debt | 1,344,446 | |
Third Parties [Member] | Note Payable - Lind Global [Member] | ||
Total debt | 1,639,799 | |
Third Parties [Member] | Note Payable - Radium 2 Capital [Member] | ||
Total debt | 450,317 | 725,159 |
Third Parties [Member] | Note Payable - Whitebirk Finance Limited [Member] | ||
Total debt | 120,698 | 127,329 |
Third Parties [Member] | Accounts Receivable Financing - Sallyport Commercial [Member] | ||
Total debt | 735,817 | 953,739 |
Third Parties [Member] | Note Payable - Harbor Gates Capital [Member] | ||
Total debt | 500,000 | |
Related Parties [Member] | ||
Total debt | 719,564 | 705,333 |
Less: current portion of debt | 446,231 | 377,333 |
Long-term debt | 273,333 | 328,000 |
Related Parties [Member] | Note payable -Steve Barker [Member] | ||
Total debt | 70,000 | |
Related Parties [Member] | Note payable - Qwizdom (Darin & Silvia Beamish) [Member] | ||
Total debt | 545,564 | 601,333 |
Related Parties [Member] | Note payable - Logical Choice Corporation - Delaware [Member] | ||
Total debt | 54,000 | 54,000 |
Related Parties [Member] | Note payable - Mark Elliott [Member] | ||
Total debt | $ 50,000 | $ 50,000 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |||
Balance, beginning of year | $ 1,073,014 | $ 1,302,717 | |
Additions | 208,427 | 71,903 | |
Amortization | (735,933) | (715,462) | |
Balance, ending of year | 545,508 | 659,158 | |
Deferred revenue - short-term | 440,092 | 483,243 | $ 938,050 |
Deferred revenue - long-term | $ 105,416 | $ 175,915 | $ 134,964 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Derivative Liabilities (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Common stock issuable upon exercise of warrants | 1,191,999 | 1,032,717 | |
Market Value of Common Stock on Measurement Date [Member] | |||
Fair value assumptions, measurement input, per share | $ 3.20 | $ 4.06 | |
Exercise Price [Member] | |||
Fair value assumptions, measurement input, per share | $ 1.20 | ||
Exercise Price [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, per share | 7 | ||
Exercise Price [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, per share | $ 7.70 | ||
Risk free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | [1] | 2.27% | |
Risk free Interest Rate [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentages | [1] | 2.21% | |
Risk free Interest Rate [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentages | [1] | 2.40% | |
Expected Life in Years [Member] | |||
Fair value assumptions, measurement input, term | 1 year 9 months 3 days | ||
Expected Life in Years [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, term | 9 months 3 days | ||
Expected Life in Years [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, term | 2 years 9 months 3 days | ||
Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | [2] | 72.36% | |
Expected Volatility [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentages | [2] | 64.00% | |
Expected Volatility [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentages | [2] | 119.00% | |
Expected Dividend Yields [Member] | |||
Fair value assumptions, measurement input, percentages | [3] | 0.00% | 0.00% |
[1] | The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. | ||
[2] | The expected volatility rate was determined by calculating the volatility of the Company's peers' common stock. | ||
[3] | The Company does not expect to pay a dividend in the foreseeable future. |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Change in Derivative Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 326,452 | $ 1,857,252 |
Initial valuation of derivative liabilities of warrants | 42,585 | 24,226 |
Change in fair value of derivative liabilities | (2,162,495) | 1,035,159 |
Derivative liabilities, Ending balance | $ 2,531,532 | $ 846,319 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Mar. 22, 2019 | Mar. 14, 2019 | Mar. 12, 2019 | Nov. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Number of shares issued for service, value | $ 12,000 | ||||||
Value of common stock shares issued to settle outstanding convertible note | $ 420,000 | ||||||
Number of options exercised | |||||||
Common Stock [Member] | |||||||
Number of shares issued for service | 6,169 | ||||||
Number of shares issued for service, value | $ 12,000 | ||||||
Modern Robotics, Inc [Member] | Asset Purchases Agreement [Member] | |||||||
Number of shares issued during period | 20,000 | ||||||
Share issued price per share | $ 2.50 | ||||||
Harbor Gates Capital [Member] | |||||||
Number of shares issued during period | 133,750 | ||||||
Share issued price per share | $ 2.86 | ||||||
Value of common stock shares issued to settle outstanding convertible note | $ 500,000 | ||||||
Lind Global Macro Fund LP [Member] | |||||||
Number of shares issued during period | 71,766 | ||||||
Lind Global Marco Fund, LP [Member] | |||||||
Share issued price per share | $ 2.78 | ||||||
Board of Directors [Member] | |||||||
Preferred stock designated | 48,280,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred voting shares | 250,000 shares of non-voting | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Preferred non voting shares | 250,000 shares of the Company's non-voting | ||||||
Series B Preferred Stock [Member] | |||||||
Preferred voting shares | 1,200,000 shares of voting | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Series B Preferred Stock [Member] | Genesis [Member] | |||||||
Conversion of stock, shares converted | 1,000,000 | ||||||
Series C Preferred Stock [Member] | |||||||
Preferred voting shares | 270,000 shares of voting | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Series C Preferred Stock [Member] | Boxlight Group [Member] | |||||||
Conversion of stock, shares converted | 270,000 | ||||||
Class A Voting Common Stock [Member] | |||||||
Preferred voting shares | 150,000,000 shares of Class A voting common stock | ||||||
Class B Non Voting Common Stock [Member] | |||||||
Preferred voting shares | 50,000,000 shares of Class B non-voting common stock | ||||||
Class A Common Stock [Member] | |||||||
Common stock, shares issued | 10,588,118 | 10,176,433 | |||||
Common stock, shares outstanding | 10,588,118 | 10,176,433 | |||||
Class B Common Stock [Member] | |||||||
Common stock, shares outstanding |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) | Mar. 12, 2019 | Mar. 31, 2019 |
Number of shares reserved for future issuance | 985,226 | |
Options intrinsic value | $ 500,000 | |
Number of stock options issued during period | 20,000 | |
Option exercise price per share | $ 2.50 | |
Discount rate | 2.41% | |
Expected life | 6 years | |
Expected volatility | 168.00% | |
Expected dividends | 0.00% | |
Unrecognized compensation expense | $ 1,600,000 | |
Remaining Nine Months of 2019 [Member] | ||
Estimated compensation expense | $ 400,000 | |
Warrants [Member] | ||
Expected life | 1 year | |
Expected dividends | 0.00% | |
Dynamic Capital LLC [Member] | ||
Warrants purchased to common stock | 60,827 | |
Stock Options [Member] | ||
Option vested years | 4 years | |
Option expiration term | 5 years | |
Stock Options [Member] | Steve Barker [Member] | ||
Option expiration term | 10 years | |
Number of stock options issued during period | 20,000 | |
Option exercise price per share | $ 2.50 | |
Fair value of stock options | $ 31,436 | |
Minimum [Member] | Warrants [Member] | ||
Discount rate | 2.45% | |
Expected volatility | 65.00% | |
Maximum [Member] | Warrants [Member] | ||
Discount rate | 2.52% | |
Expected volatility | 66.00% | |
Directors Officers Key Employees Consultants [Member] | ||
Share based compensation stock option available for grant | 2,690,438 |
Stock Compensation - Schedule o
Stock Compensation - Schedule of Stock Option Activities (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Units, Outstanding, Beginning balance | shares | 1,718,024 |
Number of Units, Granted | shares | 20,000 |
Number of Units, Cancelled | shares | (32,812) |
Number of Units, Outstanding, Ending balance | shares | 1,705,212 |
Number of Units, Exercisable | shares | 1,182,426 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 4.18 |
Weighted Average Exercise Price, Granted | $ / shares | 2.50 |
Weighted Average Exercise Price, Cancelled | $ / shares | 5.40 |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | 4.14 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 3.72 |
Weighted Average Remaining Contractual Terms (in Years), Outstanding Beginning | 4 years 7 months 21 days |
Weighted Average Remaining Contractual Terms (in Years), Outstanding Ending | 4 years 5 months 20 days |
Weighted Average Remaining Contractual Terms (in Years), Exercisable | 4 years 2 months 30 days |
Stock Compensation - Schedule_2
Stock Compensation - Schedule of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Warrant, Outstanding, beginning balance | shares | 1,184,121 |
Warrant, Granted | shares | 60,827 |
Warrant, Outstanding, ending balance | shares | 1,244,948 |
Warrant, Exercisable ending balance | shares | 1,199,199 |
Weighted Average Exercise Price beginning balance | $ / shares | $ 1.90 |
Weighted Average Exercise Price Granted | $ / shares | 1.20 |
Weighted Average Exercise Price ending balance | $ / shares | 1.50 |
Weighted Average Exercise Price exercisable ending balance | $ / shares | $ 1.20 |
Weighted Average Remaining Contractual Term (in years) beginning balance | 1 year 7 months 17 days |
Weighted Average Remaining Contractual Term (in years) ending balance | 1 year 4 months 6 days |
Weighted Average Remaining Contractual Term (in years) excercisable ending balance | 1 year 2 months 30 days |
Stock Compensation - Schedule_3
Stock Compensation - Schedule of Stock Compensation expenses (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total stock compensation expense | $ 161,446 | $ 520,914 |
Warrants [Member] | ||
Total stock compensation expense | 42,585 | 24,226 |
Stock Options [Member] | ||
Total stock compensation expense | $ 118,861 | $ 496,688 |
Other Related Party Transacti_2
Other Related Party Transactions (Details Narrative) - USD ($) | Jan. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Percentage of annual management fee payable in cash | 0.375% | ||||
Revenues | $ 250,000 | $ 5,012,713 | $ 5,996,685 | ||
Everest Display, Inc [Member] | |||||
Payments to acquire products | 124,569 | 1,926,324 | |||
Proceeds from sale | 10,299 | $ 5,100 | |||
Accounts payable | 5,519,827 | $ 5,491,616 | |||
Management Agreement [Member] | |||||
Accounts payable | $ 377,417 | $ 425,619 | |||
IPO [Member] | |||||
Percentage of annual management fee payable in cash | 1.125% | 1.125% | |||
Annual fee for future | $ 750,000 | $ 750,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 102,620 | $ 67,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 270,303 |
2020 | 335,032 |
2021 | 315,840 |
2022 | 79,440 |
Net Minimum Lease Payments | $ 1,000,615 |
Customer and Supplier Concent_3
Customer and Supplier Concentration (Details Narrative) | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration risk, description | Significant customers and suppliers are those that account for greater than 10% of the Company's revenues and purchases. |
Customer and Supplier Concent_4
Customer and Supplier Concentration - Schedule of Concentration Risk (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue [Member] | Customer One [Member] | ||
Concentration risk percentage | 24.00% | 13.00% |
Revenue [Member] | Customer Two [Member] | ||
Concentration risk percentage | 12.00% | |
Accounts receivable | $ (111,000) | |
Revenue [Member] | Customer Three [Member] | ||
Concentration risk percentage | 11.00% | |
Accounts receivable | $ 654,000 | |
Accounts Receivable [Member] | Customer One [Member] | ||
Accounts receivable | $ 235,000 | $ 45,000 |
Purchases [Member] | Vendor One [Member] | ||
Concentration risk percentage | 31.00% | 44.00% |
Purchases [Member] | Vendor Two [Member] | ||
Concentration risk percentage | 15.00% | 29.00% |
Purchases [Member] | Vendor Three [Member] | ||
Concentration risk percentage | 12.00% | |
Accounts payable (prepayment) | $ (53,000) | |
Accounts Payable [Member] | Vendor One [Member] | ||
Accounts payable (prepayment) | (125,000) | $ 4,611,000 |
Accounts Payable [Member] | Vendor Two [Member] | ||
Accounts payable (prepayment) | $ (21,000) | $ (7,000) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Lind Global Macro Fund LP [Member] | Apr. 03, 2019USD ($) |
Proceeds from legal and commitment fees | $ 1,845,000 |
Working capital financing secured convertible | $ 4,000,000 |