Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Boxlight Corp | ||
Entity Central Index Key | 0001624512 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Reporting Status Current | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29,308,741 | ||
Entity Common Stock, Shares Outstanding | 56,740,723 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current asset: | ||
Cash and cash equivalents | $ 13,460 | $ 1,173 |
Accounts receivable - trade, net of allowances | 20,869 | 3,665 |
Inventories, net of reserve | 20,913 | 3,319 |
Prepaid expenses and other current assets | 6,161 | 1,766 |
Total current assets | 61,403 | 9,923 |
Property and equipment, net of accumulated depreciation | 562 | 207 |
Intangible assets, net of accumulated amortization | 55,157 | 5,559 |
Goodwill | 22,742 | 4,724 |
Other assets | 91 | 56 |
Total assets | 139,953 | 20,469 |
Current liabilities: | ||
Accounts payable and accrued expenses | 14,156 | 4,721 |
Accounts payable and accrued expenses - related parties | 1,967 | 5,032 |
Warranty | 89 | 13 |
Short-term debt | 16,817 | 4,536 |
Short-term debt - related parties | 368 | |
Earn-out payable- related party | 119 | 387 |
Deferred revenues - short-term | 5,671 | 1,973 |
Derivative liabilities | 363 | 147 |
Other short-term liabilities | 1,209 | 31 |
Total current liabilities | 40,392 | 17,208 |
Deferred revenues - long term | 10,482 | 2,583 |
Long term debt-related party | 108 | |
Long term debt | 7,831 | 1,201 |
Deferred tax liability | 7,902 | |
Other long-term liabilities | 2 | 17 |
Total liabilities | 66,609 | 21,119 |
Commitments and contingencies (Note 14) | ||
Mezzanine Equity: | ||
Total Mezzanine Equity | 28,876 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; 167,972 and 167,972 shares issued and outstanding | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 53,343,518 and 11,698,697 Class A shares issued and outstanding, respectively | 5 | 1 |
Additional paid-in capital | 86,768 | 30,736 |
Subscriptions receivable | ||
Accumulated deficit | (47,498) | (31,346) |
Accumulated other comprehensive income (loss) | 5,192 | (38) |
Total stockholders' equity (deficit) | 44,467 | (647) |
Total liabilities and stockholders' equity (deficit) | 139,953 | 20,469 |
Series B Preferred Stock | ||
Mezzanine Equity: | ||
Total Mezzanine Equity | 16,513 | |
Series C Preferred Stock [Member] | ||
Mezzanine Equity: | ||
Total Mezzanine Equity | $ 12,363 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 167,972 | 167,972 |
Preferred stock, shares outstanding | 167,972 | 167,972 |
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 | 53,343,518 | 11,698,697 |
Common stock, shares outstanding | 53,343,518 | 11,698,697 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 54,891 | $ 33,030 |
Cost of revenues | 45,023 | 24,089 |
Gross profit | 9,868 | 8,941 |
Operating expense: | ||
General and administrative expenses | 21,157 | 15,771 |
Research and development | 1,419 | 1,229 |
Total operating expense | 22,576 | 17,000 |
Loss from operations | (12,708) | (8,059) |
Other non-operating income (expense): | ||
Interest expense, net | (2,815) | (1,794) |
Other income, net | 129 | 88 |
(Loss) gain on settlement of liabilities, net | (1,363) | 118 |
Change in fair value of derivative liabilities | (216) | 245 |
Total other expense | (4,265) | (1,343) |
Net loss before incomes taxes | (16,973) | (9,402) |
Income tax benefit (expense) | (832) | |
Net Loss | (16,152) | (9,402) |
Fixed dividends to Series B preferred shareholders | (338) | |
Net Loss attributable to common shareholders | (16,490) | (9,402) |
Comprehensive loss: | ||
Net loss | (16,152) | (9,402) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | 5,230 | 68 |
Total comprehensive loss | $ (10,922) | $ (9,334) |
Net loss per common share - basic and diluted | $ (0.39) | $ (.88) |
Weighted average number of common shares outstanding - basic and diluted | 42,198 | 10,689 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Series A Preferred Stock [Member] | Class A Common Stock [Member] | Additional Paid-In Capital | Subscription Receivable [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Beginning balances at Dec. 31, 2018 | $ 1 | $ 27,280 | $ (106) | $ (19,206) | $ 7,968 | ||
Beginning balances, Shares at Dec. 31, 2018 | 250,000 | 10,176,433 | |||||
Conversion of preferred stock | |||||||
Conversion of preferred stock, shares | (82,028) | 130,721 | |||||
Shareholder payments received | |||||||
Shareholder payments received, shares | |||||||
Shares issued for: Conversion of liabilities | 1,467 | 1,467 | |||||
Shares issued for: Conversion of liabilities, shares | 869,412 | ||||||
Shares issued for: Closing fees for issuance of notes payable | 368 | 368 | |||||
Shares issued for: Closing fees for issuance of notes payable, shares | 177,511 | ||||||
Shares issued for: Acquisitions | 500 | 500 | |||||
Shares issued for: Acquisitions, shares | 200,000 | ||||||
Shares issued for: Other share-based payments | 48 | 48 | |||||
Shares issued for: Other share-based payments, shares | 21,704 | ||||||
Shares issued for: Executive compensation | 295 | 295 | |||||
Shares issued for: Executive compensation, shares | 122,916 | ||||||
Shares issued for: Stock compensation | 778 | 778 | |||||
Foreign currency translation income loss | 68 | 68 | |||||
Cumulative effects of adoption of new accounting standards in prior period | (2,738) | (2,738) | |||||
Net loss | (9,402) | (9,402) | |||||
Ending balance at Dec. 31, 2019 | $ 1 | 30,736 | (38) | (31,346) | (647) | ||
Ending balances, Shares at Dec. 31, 2019 | 167,972 | 11,698,697 | |||||
Shares issued for: Conversion of liabilities | $ 1 | 12,019 | 12,020 | ||||
Shares issued for: Conversion of liabilities, shares | 8,812,991 | ||||||
Shares issued for: Closing fees related to public offering | (906) | (906) | |||||
Shares issued for: Closing fees related to public offering, shares | |||||||
Shares issued for: Other share-based payments | 8 | 8 | |||||
Shares issued for: Other share-based payments, shares | 7,111 | ||||||
Shares issued for: Executive compensation | |||||||
Shares issued for: Stock compensation | 1,628 | 1,628 | |||||
Foreign currency translation income loss | 5,230 | 5,230 | |||||
Shares issued for: Public offering | $ 3 | 43,521 | 43,524 | ||||
Shares issued for: Public offering, Shares | 32,583,000 | ||||||
Shares issued for: Cash | 100 | 100 | |||||
Shares issued for: Cash | 142,857 | ||||||
Conversion of restricted shares | |||||||
Conversion of restricted shares, shares | 98,862 | ||||||
Fixed dividends for preferred shareholders | (338) | (338) | |||||
Net loss | (16,152) | (16,152) | |||||
Ending balance at Dec. 31, 2020 | $ 5 | $ 86,768 | $ 5,192 | $ (47,498) | $ 44,467 | ||
Ending balances, Shares at Dec. 31, 2020 | 167,972 | 53,343,518 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (16,152) | $ (9,402) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and debt issuance cost | 1,626 | 496 |
Bad debt expense | 166 | 82 |
Loss on settlement of liabilities | 1,363 | (118) |
Changes in deferred tax assets and liabilities | (1,477) | |
Change in allowance for sales returns and volume rebate | 73 | (248) |
Change in inventory reserve | 155 | (13) |
Change in fair value of derivative liabilities | 216 | (245) |
Shares issued for interest payment on notes payable | 499 | 78 |
Stock compensation expense | 1,628 | 1,138 |
Other share-based payments | 7 | 48 |
Depreciation and amortization | 2,608 | 909 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade | (212) | 142 |
Inventories | 795 | 1,295 |
Prepaid expenses and other current assets | (1,994) | (447) |
Other assets | 6 | (2) |
Accounts payable and accrued expenses | 2,176 | 2,856 |
Other short-term liabilities | 906 | 26 |
Warranty reserve | 76 | 61 |
Accounts payable and accrued expenses - related parties | 37 | (978) |
Deferred revenues | 2,847 | 177 |
Other liabilities | (12) | 17 |
Net cash used in operating activities | (4,664) | (4,263) |
Cash flows from investing activities: | ||
Cash receipts from acquisitions | 6,050 | 10 |
Cash paid for acquisitions | (51,103) | |
Cash paid for furniture and fixtures | (265) | (4) |
Net cash (used in), provided by investing activities | 45,318 | 6 |
Cash flows from financing activities: | ||
Proceeds from short-term debt | 10,067 | 22,775 |
Principal payments on short-term debt | (8,608) | (23,328) |
Proceeds from subscriptions receivable | 25 | |
Proceeds from convertible debt, net | 20,750 | 5,250 |
Payment of earn-out payable - related party | (23) | |
Debt issuance cost | (20) | (214) |
Payments of fixed dividends to Series B Preferred stockholders Proceeds from issuance of common stock | (338) | |
Proceeds from issuance of common stock | 42,718 | |
Proceeds from the Payment Protection Plan | 1,009 | |
Net cash provided by financing activities | 65,578 | 4,460 |
Effect of currency exchange rates | (3,309) | 68 |
Net increase in cash and cash equivalents | 12,287 | 272 |
Cash and cash equivalents, beginning of the year | 1,173 | 901 |
Cash and cash equivalents, end of the year | 13,460 | 1,173 |
Supplemental cash flows disclosures: | ||
Cash paid for interest | 2,316 | 1,773 |
Cash paid for income taxes | 542 | |
Non-cash investing and financing activities: | ||
Preferred shares issued as consideration for acquisition of Sahara | 28,876 | |
Note payable issued as consideration for acquisition of MyStemkits | 175 | |
Shares to settle accounts payable | 1,269 | |
Shares issued to convert notes payable - Harbor Gates | 383 | |
Shares issued to convert notes payable - Lind Global | 10,233 | 1,084 |
Shares and notes payable issued as consideration for acquisition of Modern Robotics, Inc. net of cash received | 560 | |
Shares issued for closing fees related to outstanding notes payable - Lind Global | 517 | 368 |
Shares issued to convert preferred stock | $ 8 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES COMPANY HISTORY AND RECENT ACQUISITIVE GROWTH Boxlight Corporation (the “Company”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. The Company designs, produces and distributes interactive technology solutions to the education market. On September 24, 2020, the Company acquired Sahara Presentation Systems PLC, a leader in distributed and manufactured AV solutions. Headquartered in the United Kingdom, Sahara is a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch and Sedao brands. On April 17, 2020, the Company acquired the assets, and assumed certain liabilities of MyStemKits and STEM Education Holdings, Pty, an Australian corporation (“STEM”), the largest online collection of K-12 STEM curriculum for 3D printing. On March 12, 2019, the Company entered into an asset purchase agreement with Modern Robotics Inc. (MRI), based in Miami, Florida. MRI 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. On August 31, 2018, the Company acquired 100% of the membership interest equity of EOS, an Arizona limited liability company. EOS is in the business of providing technology consulting, training, and professional development services to create sustainable programs that integrate technology with curriculum in K-12 schools and districts. On June 22, 2018, the Company 100% of the capital stock of the Qwizdom Companies. The Qwizdom Companies develop interactive whiteboard software and online solutions that are quick to implement and designed to increase participation, provide immediate data feedback, and, most importantly, accelerate and improve comprehension and learning. The Qwizdom Companies have offices outside Seattle, WA and Belfast, Northern Ireland and deliver products in 44 languages to customers around the world through a network of partners. On May 9, 2018, the Company acquired 100% of the capital stock of Cohuba based in Lancashire, England. Cohuba produces, sells and distributes interactive display panels designed to provide new learning and working experiences through high-quality technologies and solutions through in-room and room-to-room multi-devices multi-user collaboration. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Boxlight Corporation and its wholly owned subsidiaries. Intercompany transactions and account balances among all of affiliated entities have been eliminated. In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature and necessary for fair financial statement presentation. ESTIMATES AND ASSUMPTIONS The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Significant estimates include estimates of allowances for bad debts, and inventory obsolescence; the recoverability deferred tax assets; the fair value and the recoverability of warrants; the initial fair value of preferred stock, intangible assets and goodwill; stock compensation, fair values of assets acquired and estimates for contingent liabilities. COMPREHENSIVE INCOME Comprehensive income (loss) reflects the change in equity during the year and is comprised of all components of net income (loss and foreign currency translation adjustments. FOREIGN CURRENCIES The Company’s reporting currency is the U.S. dollar. The U.S. dollar is the currency of the primary economic environment in which it operates and is generally the currency in which the Company business generates and expends cash. Subsidiaries with different functional currencies, translates their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the year. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of equity (deficit). Foreign exchange gains and losses arise from transactions denominated in currencies other than the functional currency. Gains and losses on those foreign currency transactions are included in determining net income for the period in the exchange rates change. CASH AND CASH EQUIVALENTS The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $250,000 for banks located in the U.S. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank 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 are stated at the lower of cost or net realizable value and include spare parts and finished goods. Inventories are primarily determined using specific identification and the first-in, first-out (“FIFO”) cost methods. Cost includes direct cost from the Current 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 several 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 mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. PROPERTY AND EQUIPMENT Property and equipment is stated at cost and depreciated using the straight-line method over the estimated life of the asset. Repairs and maintenance are charged to expense as incurred. LONG–LIVED ASSETS Long-lived assets to be held and used or disposed of other than by sale are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. BUSINESS COMBINATIONS Transactions in which the Company acquires or obtains control of one or more businesses are accounted for as business combinations in accordance with Topic 350, Business Combinations, Accounting for Income Taxes. GOODWILL Goodwill represents the cost in excess of the fair value of the net tangible and intangible assets of acquired businesses, and represents implied synergies expected of the completed business combinations. Goodwill is not amortized and is not deductible for tax purposes. Under ASC 350, Business Combinations Because the qualitative assessment is an option, we may bypass it for any reporting unit in any period and begin the analysis using a quantitative impairment test. We may also elect to perform a quantitative impairment test based on the period of time that has passed since the most recent determination of fair value, even when we do not believe that it is more-likely-than-not that the fair value of the business is less than carrying amount. In analyzing goodwill for potential impairment in the quantitative impairment test, we use a combination of the income and market approaches to estimate the fair value. Under the income approach, we calculate the fair value based on estimated future discounted cash flows. The assumptions we use are based on what we believe a hypothetical marketplace participant would use in estimating fair value. Under the market approach, we estimate the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation and amortization for benchmark companies. If the fair value exceeds carrying value, then no further testing is required. However, if the fair value were to be less than carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value. No goodwill impairments have been identified and recognized during any of the periods presented. Being that the acquisition of Sahara September 24, 2020, the business has performed at or better than expected, and there are no indicators of possible impairment, the Company believes that the carrying amount does not exceed the fair value for the reporting unit. Goodwill arising from the Sahara acquisition was not included in the goodwill impairment testing for 2020 but will be included in the impairment testing in 2021. Intangible assets Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and consider 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. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. DERIVATIVE TREATMENT OF STOCK PURCHASE WARRANTS The Company classifies common stock purchase warrants 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. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income for the period. 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. The amount of consideration received is deemed to be the fair value of long-term debt net of any debt discount and issuance cost. Derivatives liabilities 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. The following tables set 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 December 31, 2020 and 2019 (in thousands): Markets for Other Significant Fair Description (Level 1) (Level 2) (Level 3) 2020 Derivative liabilities – stock purchase warrants $ - $ - $ 363 363 Earn-out payable 119 119 $ 482 $ 482 Markets for Other Significant Fair Description (Level 1) (Level 2) (Level 3) 2019 Derivative liabilities – stock warrant purchase warrants $ - $ - $ 147 $ 147 Earn-out payable 387 387 $ 534 $ 534 Amount Balance, December 31, 2018 410 Amount paid (23 ) Balance, December 31, 2019 387 Amount paid (268 ) Balance, December 31, 2020 $ 119 REVENUE RECOGNITION In accordance with the FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Nature of Products and Services and Related Contractual Provisions The Company’s sales of interactive devices, including panels, projectors, and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services with terms of approximately 60 months. Software maintenance includes technical support, product updates on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance, and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. The Company’s installation, training and professional development services are generally sold separately from the Company’s products. Control of these services is transferred to our customers over time with hours/time incurred in providing the service being the best depiction of the transfer of services since the customer is receiving the benefit of the services as the work is performed. For the sale of third-party products and services where the Company obtains control of the products and services before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of the third-party products and services including, but not limited to, evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product or service. The Company has not historically entered into transactions where it does not take control of the product or service prior to transfer to the customer. The Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes). In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent. The taxes collected and not yet remitted to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Significant Judgments For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). The Company’s products and services included in its contracts with multiple performance obligations generally are not sold separately and there are no observable prices available to determine the SSP for those products and services. Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and margins. Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP. However, the Company does have certain performance obligations for which pricing is highly variable or uncertain, and contracts with those performance obligations generally contain multiple performance obligations with highly variable or uncertain pricing. For these contracts the Company allocates the transaction price to those performance obligations using an alternative method of allocation that is consistent with the allocation objective and the guidance on determining SSPs in Topic 606 considering, when applicable, the estimated cost to provide the performance obligation, market pricing for competing product or service offerings, residual values based on the estimated SSP for certain goods, product-specific business objectives, incremental values for bundled transactions that include a service relative to similar transactions that exclude the service, and competitor pricing and margins. A separate price has not been established by the Company for its hardware maintenance services and software maintenance services. In addition, hardware maintenance services, software solutions, and the related maintenance services are never sold separately and are proprietary in nature, and the related selling price of these products and services is highly variable or uncertain. Therefore, the SSP of these products and services is estimated using the alternative method described above, which includes residual value techniques. The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that are executed in the same manner, contain the same performance obligations, and are priced in a consistent manner. The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level. Contract Balances The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within 30-60 days of contract execution. Fees for installation, training, and professional development services are fixed and generally become due as the services are performed. The Company has an established history of collecting under the terms of its contracts without providing refunds or concessions to its customers. The Company’s contractual payment terms do not vary when products are bundled with services that are provided over multiple years. In these contracts where services are expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the contracts generally do not include a significant financing component. The upfront invoicing terms are designed 1) to provide customers with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred, and 2) to ensure that the customer continues to use the related services, so that the customer will receive the optimal benefit from the products over their lives. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription services. The Company has no material contract assets on December 31, 2020 or 2019. During the years ended December 31, 2020 and 2019, the Company recognized $2.0 million and $2.0 million, respectively of revenue that was included in the deferred revenue balance as of December 31, 2019 and January 1, 2019, respectively, as adjusted for Topic 606, at the beginning of the period. Variable Consideration The Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly “buyer’s remorse” where the distributor or reseller’s end 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. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. These estimates are generally made using the expected value method based on historical experience and are measured at each reporting date. There was no material revenue recognized in 2020 related to changes in estimated variable consideration that existed at December 31, 2019. Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting within the contract. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. Remaining performance obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the customer. As of December 31, 2020, and 2019, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $16.1 million and $4.6 million, respectively. The Company expects to recognize revenue on approximately 43% of the remaining performance obligations in 2021, 45% in 2022 and 2023, with the remainder recognized thereafter. In accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials professional services contracts). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software is pre-installed on the interactive device are transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over 5 years from the contract execution date as measured based upon the passage of time. Year Ended Year Ended December 31, 2020 December 31, 2019 (in thousands) Product Revenues: Hardware $ 48,460 $ 28,840 Software 2,450 1,460 Service Revenues: Professional Services 1,300 1,210 Maintenance and Subscription Services 2,680 1,520 $ 54,890 $ 33,030 Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfil a contract only if those costs meet all the following criteria: ● The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify. ● The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future. ● The costs are expected to be recovered. Certain sales commissions incurred by the Company were determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would have been recognized over a period that is one year or less, the Company elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in the accompanying consolidated balance sheets. Total deferred commissions at December 31, 2020 and 2019 and the related amortization for 2019 were less than $0.1 million. The Company has not historically incurred any material fulfilment costs that meet the criteria for capitalization. WARRANTY RESERVE For customers that do not purchase hardware maintenance services, the Company generally provides warranty coverage on projectors and accessories, batteries and computers. This warranty coverage does not exceed 24 months, and the Company establishes a liability for estimated product warranty costs, included in other short-term liabilities in the consolidated balance sheets, at the time the related product revenue is recognized. 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. RESEARCH AND DEVELOPMENT EXPENSES Research and developme |
Recent Business Acquisitions
Recent Business Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Recent Business Acquisitions | NOTE 2 – RECENT BUSINESS ACQUISITIONS The acquisitions described below were accounted for as business combinations which require, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Deferred income taxes are recognized and measured in accordance with Topic 740 “ Accounting for Income Taxes Sahara Presentation Systems PLC On September 24, 2020, the Company acquired 100% of the outstanding shares of Sahara Holdings Limited, a private limited company operating under the laws of the UK and all of its subsidiaries, including Sahara Presentation Systems PLC (collectively, “Sahara”). Sahara is a distributor of audio and video software and equipment including the Clevertouch branded product line of interactive touch screens. This strategic acquisition expanded the Company’s geographic footprint, industry verticals served, and enhanced the Company’s technology and product offerings. As consideration for the purchase of Sahara, the Company transferred $73.7 million to the Sellers, including $44.9 million in cash (net of $6.0 million in cash acquired) and $28.9 million in convertible preferred stock. The convertible preferred stock was comprised of 1,586,620 shares of Series B convertible redeemable preferred stock (the “Series B Preferred Stock”) and 1,320,850 shares of Series C convertible redeemable preferred stock (the “Series C Preferred Stock”). The fair value of the preferred shares issued was $16.5 million and $12.4 million for the Series B Preferred Stock and Series C Preferred Stock, respectively. See further discussion of the features of the preferred shares in Note 11. The consideration transferred to the selling shareholders along with the assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date. Determining the fair value of assets acquired and liabilities assumed, and the issued shares of Series B Preferred Stock and Series C Preferred Stock requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engaged the assistance of an independent third-party valuation specialist to determine certain fair value measurements related to acquired assets, and the Series B Preferred Stock, and the Series C Preferred Stock. The excess consideration over the net fair values of the assets acquired and liabilities assumed was recognized as goodwill. The fair value of the deferred revenue at the date of acquisition was determined based on the estimated direct and incremental costs to fulfill the remaining performance obligations associated with the deferred revenue, plus a reasonable profit margin. Accordingly, the carrying amount of deferred revenue at the acquisition date was reduced to its estimated fair value based on the assumptions above which has resulted in and will result in a reduction in revenue that otherwise would have been recognized in periods subsequent to the acquisition date. The fair value or net realizable value of inventories at the date of acquisition was determined using a “top-down” approach based upon the estimated sales value, less a reasonable profit margin and less the estimated costs to dispose of the inventory, including selling costs and other disposal costs such as freight. Accordingly, the carrying amount of inventories at the acquisition date was increased to its estimated fair value based on these assumptions which resulted in an increase in cost of revenues subsequent to the acquisition date in 2020. The following table summarizes the estimated fair values of the net assets acquired and liabilities assumed, and the estimate of the fair value of consideration paid: (in thousands) Assets acquired: Cash $ 6,049 Accounts receivable 16,066 Inventories 17,257 Prepaid expenses and other current assets 2,277 Property and equipment 183 Total assets acquired 41,832 Accounts payable and accrued expenses (8,624 ) Deferred revenue (9,435 ) Deferred tax liability (8,794 ) Other liabilities (293 ) Total liabilities assumed (27,146 ) Net tangible assets acquired 14,686 Identifiable intangible assets: Customer relationships 39,629 Trademarks 5,319 Technology 3,372 Total intangible assets subject to amortization 48,320 Goodwill 16,774 Total net assets acquired $ 79,780 Consideration paid: Cash $ 50,903 Preferred shares issued 28,877 Total consideration paid $ 79,780 The following table presents the useful lives over which the acquired intangible assets will be amortized on a straight-line basis, which approximates the pattern by which the related economic benefits of the assets are consumed: Estimated Customer relationships 10 Trademarks 10 Technology 3 Goodwill is primarily attributable to synergies expected from the acquisition and the assembled workforce. The Company incurred a total of $0.2 million in acquisition-related costs and expensed all such costs incurred during the period in which the service was received. Acquisition related costs are included in general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The results of operations of Sahara since the acquisition are included in the Consolidated Statement of Operations and Comprehensive Loss for the twelve months ended December 31, 2020. Revenue and net loss attributable to Sahara in the period from the acquisition date of September 24, 2020 through December 31, 2020 were $24.7 million and $5.3 million, respectively. As disclosed in the third quarter unaudited condensed consolidated financial statements, the Company had not yet finalized its evaluation and determination of the fair value of certain assets acquired and liabilities assumed and recorded provisional amounts based on initial measurements using currently available information. The Company was still gathering information about certain items including income taxes and deferred income tax assets and liabilities. During the fourth quarter, the Company recorded a measurement period adjustment to the initial provisional amounts for deferred income tax assets and liabilities and an immaterial out-of-period correction to the estimated fair value of preferred shares issued which resulting in an increase in goodwill. The following unaudited pro forma information reflects our consolidated results of operations as if the acquisition of Sahara had taken place on January 1, 2019. The unaudited pro forma information is not necessarily indicative of the results of operations that the Company would have reported had the acquisition actually occurred at the beginning of these periods nor is it necessarily indicative of future results. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, but not limited to, anticipated costs savings from synergies or other operational improvements. The nature and amount of any material, nonrecurring pro forma adjustments directly attributable to the business combination are included in the pro forma revenue and net earnings reflected below. Year ended December 31, 2020 2019 (in thousands) (Unaudited) (in thousands) (in thousands) (Unaudited) (in thousands) As Reported Pro Forma As Reported Pro Forma Revenues, net $ 54,891 $ 119,207 $ 33,030 $ 129,393 Net loss attributable common shareholders $ (16,490 ) $ (17,406 ) $ (9,334 ) $ (13,931 ) MyStemKits and STEM Education Holdings, Pty On April 17, 2020, the Company acquired the assets, and assumed certain liabilities of MyStemKits and STEM Education Holdings, Pty, an Australian corporation (“STEM”) which is the sole shareholder of MyStemKits, for consideration of $450,000, after working capital adjustments of $150,000. Consideration included $100,000 paid in cash at closing with the balance payable in the form of a $350,000 purchase note payable in four equal installments of $87,500 (the “Installment Payments”) on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. Acknowledging the ongoing COVID-19 pandemic, on April 17, 2020, the Company and STEM entered into a letter agreement pursuant to which the parties agreed that potential adjustments may be made to the installment payments due on July 31, 2020 and October 31, 2020 in the event the actual gross revenue of MyStemKits is materially below budget. Accordingly, and as agreed between Boxlight and the STEM sellers the note payable has since been adjusted to $175,000. The following table summarizes the fair values of the net assets acquired and the fair value of consideration paid: (in thousands) Assets acquired: Cash $ 1 Inventories 36 Total assets acquired 37 Total liabilities assumed (29 ) Net assets acquired 8 Identifiable intangible assets: Customer relationships 42 Trademarks 59 Technology 12 Total identifiable intangible assets subject to amortization 113 Goodwill 154 Consideration paid: Cash $ 100 Note payable 175 Total consideration paid $ 275 MRI On March 12, 2019, the Company entered into an asset purchase agreement with MRI, based in Miami, Florida. MRI 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 net assets of MRI in exchange for 200,000 shares of the Company’s Class A common stock and a $70,000 note payable, which has since been paid. (in thousands) Assets acquired: Cash $ 10 Accounts receivable 8 Inventories 386 Prepaid expenses 24 Intangible assets 93 Other current asset 60 Total assets acquired 581 Total liabilities assumed (11 ) Net assets acquired $ 570 Consideration paid: Issuance of 200,000 shares of Class A common stock $ 500 Note payable 70 Total $ 570 |
Accounts Receivable - Trade
Accounts Receivable - Trade | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable - Trade | NOTE 3 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Accounts receivable – trade $ 21,769 $ 4,522 Allowance for doubtful accounts (473 ) (358 ) Allowance for sales returns and volume rebates (426 ) (499 ) Accounts receivable - trade, net of allowances $ 20,869 $ 3,665 The Company did not write off any accounts receivables in 2020, and wrote off $90 thousand of accounts receivable during the year ended December 31, 2019. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – INVENTORIES Inventories consisted of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Finished goods $ 20,997 $ 3,239 Spare parts 265 273 Reserves for inventory obsolescence (349 ) (193 ) Inventories, net $ 20,913 $ 3,319 The Company wrote off inventories of $31 thousand and $74 thousand for the years ended December 31, 2020 and 2019, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Prepayments to vendors $ 5,727 $ 1,389 Prepaid licenses and other 339 367 Unbilled revenue 95 9 Prepaid expenses and other current assets $ 6,161 $ 1,766 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Building $ 200 $ 200 Building improvements 9 9 Leasehold improvements 172 3 Office equipment 232 40 Other equipment 81 42 Property and equipment, at cost 694 295 Accumulated depreciation (132) (87 ) Property and equipment, net of accumulated depreciation $ 562 $ 207 For the years ended December 31, 2020 and 2019, the Company recorded depreciation expense of $45 thousand and $23 thousand respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 7 – INTANGIBLE ASSETS AND GOODWILL Intangible assets and goodwill consisted of the following at December 31, 2020 and 2019 (in thousands): Weighted Average useful lives 2020 2019 Patents 4 years $ 182 $ 82 Customer relationships 9 years 46,614 4,009 Technology 5 years 3,900 272 Domain 5 years 14 14 Trademarks 8 years 9,682 3,918 Intangible assets, at cost 60,392 8,294 Accumulated amortization (5,235 ) (2,735 ) Intangible assets, net of accumulated amortization $ 55,157 $ 5,559 Goodwill from acquisition of Mimio N/A $ 45 $ 45 Goodwill from acquisition of Sahara N/A 17,990 - Goodwill from acquisition of STEM N/A 29 - Goodwill from acquisition of Boxlight N/A 4,137 4,137 Goodwill from acquisition of EOS N/A 78 78 Goodwill from acquisition of Qwizdom N/A 463 463 $ 22,742 $ 4,724 For the years ended December 31, 2020 and 2019, the Company recorded amortization expense of $2.5 million and $0.9 million, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8 – DEBT The following comprises debt on December 31, 2020 and 2019 (in thousands): 2020 2019 Debt – Third Parties Note payable – Lind Global $ 21,085 $ 4,797 Paycheck Protection Program Loan 1,008 - Accounts receivable financing – Sallyport Commercial 4.512 1,552 Note payable – STEM Education Holdings 175 - Total debt – third parties 26,780 6,349 Less: Discount and issuance cost – Lind Global 2,132 612 Current portion of debt – third parties 16,817 4,536 Long-term debt – third parties $ 7,831 $ 1,201 Debt – Related Parties Note payable – Qwizdom (Darin & Silvia Beamish) $ - $ 382 Note payable – Steve Barker - 17 Note payable – Logical Choice Corporation – Delaware - 54 Note payable – Mark Elliott - 24 Total debt – related parties - 477 Less: current portion of debt – related parties - 368 Long-term debt – related parties $ - $ 108 Total debt $ 26,780 $ 6,214 Debt - Third Parties: Lind Global Marco Fund, LP On September 21, 2020, the Company and Lind entered into a fourth securities purchase agreement with Lind Global Marco Fund, LP (Lind” or the “Investor”) pursuant to which the Company received $20.0 million in exchange for the issuance to Lind of (1) a $22.0 million convertible promissory note, payable at an 4% interest rate, compounded monthly, (2) 310,399 shares of restricted Class A common stock valued at $500 thousand, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended September 21, 2020, and (3) a commitment fee of $400 thousand. The Note matures over 24 months, with repayment to commence on November 22, 2020, after which time the Company will be obligated to make monthly payments of $1.0 million, plus interest. Interest accrued during the first two months of the note, after which time the interest payments, including accrued interest is payable monthly in either conversion shares or in cash. The commitment fee in the amount of $400 thousand was paid to Lind, along with legal fees in the amount of $20 thousand. The Company paid Lind $500 thousand for closing fees by issuing 310,399 shares of Class A common stock. During the year ended December 31, 2020, the Company paid principal of $2.00 million and interest of $219 thousand through issuance of Class A common stock to Lind. In conjunction with our entry into the Lind Global SPA and the issuance of the Convertible Note, on September 21, 2020, the Company and Lind Global Macro Fund, LP, an affiliate of Lind Global(“Lind”), entered into a third amended and restated security agreement (the “Third A&R Security Agreement”) for purposes of amending and restating a prior security agreement, dated as of February 4, 2020, between the Company and Lind in order to incorporate the Lind Global SPA and the Convertible Note therein. In addition, on September 21, 2020, the Company, Sallyport Commercial Finance, LLC (“Sallyport”), as first lien creditor, and Lind and Lind Global, as second lien creditors, entered into a third amended and restated intercreditor agreement (the “Third A&R Intercreditor Agreement”) for purposes of amending and restating the second amended and restated intercreditor agreement, dated as of February 4, 2020, between the Company, Sallyport and Lind, in order to (i) incorporate Lind Global as a second lien creditor and (ii) reaffirm and confirm the relative priority of each creditor’s respective security interests in the Company’s assets, among other matters. On July 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group, LLC, a Delaware limited liability company (“Maxim”), pursuant to which Maxim, as representative of the underwriters, agreed to underwrite the public offering (the “Offering”) of up to 15,000,00 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $2.00 per share, in addition to an overallotment option (the “Overallotment Option”) of 2,250,000 shares of Common Stock. The Offering closed on July 31, 2020, with the sale of all 17,250,000 shares of the Company’s Common Stock, including the Overallotment Option, for gross proceeds of $34,500,000. Maxim acted as sole book-running manager, National Securities Corporation acted as a co-manager for the Offering, and A.G.P./Alliance Global Partners (“A.G.P.”) acted as financial advisor. As compensation for underwriting the Offering, the underwriters received an underwriting discount of 7%, equaling approximately $2,415,000, in addition to $60,000 in expenses. A.G.P.’s compensation was paid out of the underwriting discount. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (SEC File No. 333-239939) (the “Registration Statement”) and the related base prospectus included therein, as supplemented by the prospectus supplement dated July 28, 2020 (the “Preliminary Prospectus”) and the final prospectus supplement, filed July 29, 2020 (the “Final Prospectus” and collectively with the Preliminary Prospectus, the “Prospectus”) As approved by the Company’s board of directors on June 22, 2020, the Company entered into an agreement with Everest Display, Inc., a Taiwan corporation (“EDI”), and EDI’s subsidiary, AMAGIC Holographics, Inc., a California corporation (“AMAGIC”), effective June 11, 2020, pursuant to which EDI will forgive $1,000,000 in accounts payable owed by the Company to EDI in exchange for the Company’s issuance of 869,565 shares (the “Shares”) of its Class A common stock, par value $0.0001 per share, to AMAGIC at a $1.15 per share purchase price. The Shares were issued to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act of 1933, as amended. On June 8, 2020, the Company entered into an underwriting agreement (the “June Underwriting Agreement”) with Maxim pursuant to which Maxim agreed to underwrite the public offering (the “June Offering”) of 13,333,333 shares (the “Shares”) of the Company’s Class A common stock at a public offering price of $0.75 per share. National acted as co-manager of the June Offering. The June Offering closed on June 11, 2020, with the Company’s sale of the Shares for gross proceeds of $10,000,000. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 2,000,000 shares of Class A common stock at the public offering price less discounts and commissions (the “June Over-Allotment Option”). The June Over-Allotment Option was exercised in full on June 24, 2020, for additional proceeds of $1,500,000, through the sale of an additional 1,999,667 shares of Class A common stock. Maxim acted as sole-bookrunner and National acted as co-manager for the Offering. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, totaled $11.5 million. As compensation for underwriting the Offering, Maxim and National together received an underwriting discount of 7% of the Offering and the Over-Allotment Option and were reimbursed for up to $85,000 in underwriting expenses. The June Offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-238634) previously filed with and subsequently declared effective by the SEC. On February 4, 2020, the Company and Lind entered into a third securities purchase agreement pursuant to which the Company received $750 thousand in exchange for the issuance to Lind of (1) an $825 thousand convertible promissory note, payable at an 8% interest rate, compounded monthly, (2) certain shares of restricted Class A common stock valued at $60 thousand, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended February 4, 2020, and (3) a commitment fee of $26.25 thousand. The Note matures over 24 months, with repayment that commenced on August 4, 2020, after which time the Company is obligated to make monthly payments of $45.833 thousand plus interest. Interest accrued during the first six months of the note, after which time the interest payments, including accrued interest is payable monthly in either conversion shares or in cash. The commitment fee in the amount of $26.25 thousand was paid to Lind, along with legal fees in the amount of $15 thousand. The Company paid Lind $60 thousand for closing fees by issuing 44,557 shares of Class A common stock. During the year ended December 31, 2020, the Company paid principal of $183 thousand and interest of $52 thousand through issuance of Class A common stock to Lind. On December 13, 2019, the Company entered into a securities purchase agreement with the Investor that contemplated a $11.25 million working capital financing for Boxlight Corporation and its subsidiaries. The investment was in the form of a $1.375 million principal amount convertible secured Boxlight Corporation note with a maturity date of 24 months. The note is convertible at the option of the Investor into the Company’s Class A voting common stock at a fixed conversion price of $2.50 per share. The Company 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 $5.00 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 $6.25 for 30 consecutive days. During the year ended December 31, 2020, the Company paid principal of $153 thousand and interest of $65 thousand through issuance of Class A common stock to Lind. On March 22, 2019, the Company entered into a securities purchase agreement with the Investor that contemplated a $4.0 million working capital financing for Boxlight Corporations and its subsidiaries. The investment was in the form of a $4,400,000 principal amount convertible secured Boxlight Corporation note with a maturity date of 24 months. The note is convertible at the option of the Investor into the Company’s Class A voting common stock at a fixed conversion price of $4.00 per share. The Company 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. During the year ended December 31, 2020, the Company paid principal of $2.9 million and interest of $163 thousand through issuance of Class A common stock to Lind. In summary for Lind as of December 31, 2020, the outstanding principal net of debt issuance cost and discount, and accrued interest were $21.08 million and $18 thousand, respectively. Principal of $13.59 million is due within one year from December 31, 2020. As of December 31, 2019, outstanding principal net of debt issuance cost and discount, and accrued interest were $4.2 million and $5 thousand, respectively. Principal of $13.59 million is due within one year from December 31, 2020. 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 $1.25 million with a maximum facility limit of $6.0 million. Advances against this agreement accrue interest at the rate of 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 daily audit fee of $950 per day. The Company granted Sallyport a security interest in all of Boxlight Inc. and Genesis’ assets. This agreement was terminated and replaced with an asset-based lending agreement effective September 30, 2020. On September 30, 2020, Boxlight Inc., and EOS EDU LLC. entered into a 12-month term asset-based lending agreement with Sallyport Commercial Finance, LLC (“Sallyport”). Pursuant to the agreement, Sallyport agreed to purchase 90% 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 $8,000,000. Advances against this agreement accrue interest at the rate of 3.50% in excess of the highest prime rate publicly announced from time to time with a floor of 3.25%. In addition, the Company is required to pay a daily audit fee of $950 per day. The Company granted Sallyport a security interest in all of the assets of Boxlight Inc. and Genesis. As of December 31, 2020, the outstanding principal and accrued interest were $4.5 million and $0, respectively. As of December 31, 2019, outstanding principal and accrued interest were $1,551,500 and $0, respectively. For the twelve months ended December 31, 2020 and 2019, the Company incurred interest expense of $594 thousand and $757 thousand, respectively. Paycheck Protection Program Loan On May 22, 2020, the Company received loan proceeds of $1.09 million under the Paycheck Protection Program (“PPP”) established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The loans and accrued interest received under the PPP are forgivable to the extent borrowers use the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains their payroll levels during the designated eight-week period prior to which the PPP would otherwise be repayable. The amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the eight-week period. During 2020 the Company applied for forgiveness in the amount of $837 thousand of the original PPP loan and is presently awaiting a decision from Small Business Administration. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company is using the proceeds for purposes consistent with the PPP. As of December 31, 2020, outstanding principal and accrued interest were $1.09 million and $6 thousand respectively. Debt - Related Parties: Note Payable - STEM Education Holdings, Pty As discussed in Note 2 “Recent Business Acquisitions,” the consideration rendered on April 2020 for the acquisition of STEM included a note payable in the of $350 thousand purchase note payable. The note was payable in four equal installments of $87.5 thousand on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. Further, acknowledging the ongoing COVID-19 pandemic, and as per Letter Agreement the parties acknowledged that potential adjustments may be made to the installment payments due on July 31, 2020 and October 31, 2020 in the event the actual gross revenue of MyStemKits is materially below budget. Accordingly, and as agreed between Boxlight and the STEM sellers the note payable has since been adjusted to $175 thousand. Note Payable – Steve Barker On March 12, 2019, the Company purchased the MRI net assets for 200,000 shares of the Company’s Class A common stock and a $70 thousand note payable. As of December 31, 2019, outstanding principal under this agreement was $18 thousand. The note was paid in full on March 31, 2020. Long Term Note Payable- Qwizdom Shareholders On June 22, 2018, the Company issued a note to Darin and Silvia Beamish, the previous 100% shareholders of Qwizdom, in the amount of $656 thousand bearing an 8% interest rate. The note was issued as a part of the purchase price pursuant to a stock purchase agreement. The principal and accrued interest of the 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 million. As of December 31, 2020, the outstanding principal and accrued interest under this note were $119 thousand and $0, respectively. As of December 31, 2019, outstanding principal and accrued interest under this note were $382 thousand and $7 thousand, respectively. Note Payable – Mark Elliott On January 16, 2015, the Company issued a note to Mark Elliott, the Company’s former Chief Commercial Officer and a current Director of the Company, in the amount of $50 thousand. The note as amended was due on December 31, 2018 and bore 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 Commercial Officer amended the note to eliminate the conversion provision of the note. As of December 31, 2019, outstanding principal this note was $23.5 thousand. The note was paid in full on July 17, 2020. Line of Credit - Logical Choice Corporation-Delaware On May 21, 2014, the Company entered into a line of credit agreement (the “LCC Line of Credit”) with Logical Choice Corporation-Delaware (“LCC-Delaware”), the former sole member of Genesis. The LCC Line of Credit allowed the Company to borrow up to $500 thousand 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. The note was paid in full on June 26, 2020. Principal repayments to be made during the next five years are as follows (in thousands): $ 2021 18,735 2022 8,045 2023 - 2024 - 2025 - Total 26,780 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 9 – DERIVATIVE LIABILITIES At December 31, 2020 and December 31, 2019, 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 on December 31, 2020 and 2019: December 31, 2020 Common stock issuable upon exercise of warrants 295,000 Market value of common stock on measurement date $ 1.53 Exercise price $ 0.42 Risk free interest rate (1) 0.13 % Expected life in years 1 year Expected volatility (2) 160.03 % Expected dividend yields (3) 0 % December 31, 2019 Common stock issuable upon exercise of warrants 295,000 Market value of common stock on measurement date $ 1.11 Exercise price $ 1.20 Risk free interest rate (1) 1.58 % Expected life in years 2 years Expected volatility (2) 86.66 % 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 historical trading volatility 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 years ended December 31, 2020 and 2019 (in thousands): Amount Balance, December 31, 2018 $ 326 Initial valuation of derivative liabilities upon issuance of warrants 66 Change in fair value of derivative liabilities (245 ) Balance, December 31, 2019 $ 147 Amount Balance, December 31, 2019 $ 147 Change in fair value of derivative liabilities 216 Balance, December 31, 2020 $ 363 The change in fair value of derivative liabilities includes losses from exercise price modifications. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES Pretax income (loss) resulting from domestic and foreign operations is as follows (in thousands): 2020 2019 United States $ (12,269 ) $ (9,502 ) United Kingdom (4,683 ) 100 Other Foreign Jurisdictions (21 ) - Total Pretax book income $ (16,973 ) $ (9,402 ) The components of income tax benefit at December 31, 2020 and December 31, 2019, are as follows (in thousands): 2020 2019 Current: Federal $ - $ - State - - Foreign 645 Total Current $ 645 $ - Deferred: Federal $ - $ - State - - Foreign (1,466 ) Total Deferred $ (1,466 ) $ - Total $ (821 ) $ - The reconciliation of the provision for income taxes at the United States Federal statutory rate compared to the Company’s income tax expense as reported is as follows (in thousands) 2020 2019 Income (Loss) before income taxes Income tax benefit computed at the statutory rate $ (3,565 ) $ (1,975 ) Foreign tax rate differential 99 - Loss on debt settlement 650 - Non-deductible expenses 212 386 Other book-tax differences - (1 ) Prior period true ups – temporary differences 525 - Rate changes and differentials 61 (23 ) Change in valuation allowance 1,197 1,613 $ (821 ) $ - Tax effects of temporary differences at December 31, 2020 and December 31, 2019 are as follows (in thousands): Deferred tax assets: 2020 2019 Fixed assets $ 62 $ 14 Allowance for bad debts 281 197 Inventory 82 59 Accrued expenses - 54 Deferred revenue 2,190 - Stock compensation 300 - Others 127 17 Interest Expense Limitation 955 640 Net operating loss carry-forwards 7,361 5,646 Deferred tax assets (liabilities) $ 11,358 $ 6,627 Valuation allowance (7,959 ) (6,627 ) Deferred tax assets $ 3,399 $ - Net deferred tax assets $ 3,399 $ - Deferred tax liabilities: 2020 2019 Intangible assets $ (10,759 ) $ - Accrued expenses (404 ) - Prepaid expenses (139 ) - Deferred tax liabilities $ (11,302 ) $ - Net deferred tax liabilities $ (7,903 ) $ - The Company operates in the United States, United Kingdom and other jurisdictions. Income taxes have been provided based upon the tax laws and rates of the countries in which operations are conducted and income is earned. The cumulative U.S. Federal net operating losses carryforward on tax basis income was approximately $26.5 million and $19.6 million at December 31, 2020 and 2019, respectively, of which $10.6 million will expire between 2029 and 2037 and $15.8 million will carryforward indefinitely. The cumulative U.S. state net operating losses carryforward was approximately $23.0 million and $19.8 million on December 31, 2020 and 2019, respectively. The cumulative foreign net operating losses carryforward was $2.9 million and $2.7 million on December 31, 2020 and 2019, respectively. Prior to the Sahara acquisition, the Company had a net deferred tax asset position in the United States, the United Kingdom, and other jurisdictions, primarily driven by the aforementioned net operating losses. The recoverability of these deferred tax assets depends on the Company’s ability to generate taxable income in the jurisdiction to which the carryforward applies. It also depends on specific tax provisions in each jurisdiction that could impact utilization. For example, in the United States, a change in ownership, as defined by federal income tax regulations, could significantly limit the Company’s ability to utilize our U.S. net operating loss carryforwards. Additionally, because U.S. tax laws limit the time during which the net operating losses generated prior to 2018 may be applied against future taxes, if the Company fails to generate U.S. taxable income prior to the expiration dates, the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. The Company has evaluated both positive and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income. Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at December 31, 2020 and 2019. The change in its valuation allowance during 2020 is approximately $1.2 million. Due to the Sahara acquisition, the Company has recognized a net deferred tax liability for the acquired entities, primarily driven by acquired intangible assets for which it does not have tax basis in the jurisdictions in which operates (primarily the United Kingdom, the Netherlands, and the United States). The Company does not expect to qualify for any consolidated filing positions in any of these countries, so there is no ability to net the deferred tax liabilities of the Sahara companies against the deferred tax assets of the legacy Boxlight companies. Therefore, the net deferred tax liability of $7.9 million at December 31, 2020 is entirely based on the Sahara acquired entities. The tax years from 2016 to 2020 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company has not identified any uncertain tax positions at this time. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted. The CARES Act includes provisions, among others, addressing the carryback of net operating losses for specific periods, refunds of alternative minimum tax credits, temporary modifications to the limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property. Additionally, the CARES Act provides for various payroll incentives, including Payroll Protection Program (“PPP”) loans, refundable employee retention tax credits, and the deferral of the employer-paid portion of social security payroll taxes. The Company received a $1.1M loan under the PPP, of which over $0.8M is expected to be forgiven under the requirements of the program. Any unforgiven portion will be paid back under the terms of the loan. No other provisions of the CARES Act had a material impact on the Company’s tax provision. On December 27, 2020, the Consolidated Appropriations Act of 2021 - including the COVID-related Tax Relief Act of 2020 - was enacted. It included a provision that any expenses paid using forgiven PPP loan proceeds would be fully deductible. This has been reflected in the Company’s tax provision. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes. The standard eliminates the need for an organization to analyze whether the following apply in a given period: (1) the exception to the incremental approach for intraperiod tax allocation; (2) the exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) the exception in interim periods income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, (4) enacted changes in tax laws in interim periods and (5) certain income tax accounting for employee stock ownership plans and affordable housing projects. The standard became effective for the Company on January 1, 2021. The Company does not expect adoption to have a material impact on its financial statements. On December 27, 2020, the Consolidated Appropriations Act of 2021 - including the COVID-related Tax Relief Act of 2020 - was enacted. It included a provision that any expenses paid using forgiven PPP loan proceeds would be fully deductible. This has been reflected in the Company’s tax provision. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | NOTE 11 – EQUITY Preferred Shares The Company’s articles of incorporation, as amended on September 18, 2020, provide that the Company is authorized to issue 50,000,000 shares of preferred stock consisting of: 1) 250,000 shares of non-voting Series A preferred stock, with a par value of $0.0001 per share; 2) 1,586,620 shares of voting Series B preferred stock, with a par value of $0.0001 per share; 3) 1,320,850 shares of voting Series C preferred stock, with a par value of $0.0001 per share; and 4) 46,842,530 shares of “blank check” preferred stock to be designated by the Company’s Board of Directors. Issuance of preferred shares Series A Preferred Stock At the time of the Company’s initial public offering, 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 was convertible into 398,406 shares of Class A common stock. On August 5, 2019, 82,028 of these preferred shares were converted into 130,721 shares of Class A common stock. Series B Preferred Stock and Series C Preferred Stock As stated in Note 2, on September 25, 2020, in connection with the acquisition of Sahara, the Company issued 1,586,620 shares of Series B Preferred Stock and 1,320,850 shares of Series C Preferred Stock. The Series B Preferred Stock has a stated and liquidation value of $10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8% per annum, payable quarterly. The Series B Preferred Stock is convertible into the Company’s Class A common stock at a conversion price of $1.66 which was the closing price of BOXL’s Class A common stock on the Nasdaq stock market on September 25, 2020 (the “Conversion Price”) either (i) at the option of the holder at any time after January 1, 2024 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). The Series C Preferred Stock has a stated and liquidation value of $10.00 per share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B Preferred Stock shall be redeemable at the option of the Holders at any time or from time to time commencing on January 1, 2024, upon thirty (30) days prior written notice to the Holders, for a redemption price, payable in cash, equal to sum of (a) Ten ($10.00) multiplied by the number of shares of Series B Preferred Stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. The Series C Preferred Stock is also subject to redemption on the same terms commencing January 1, 2026. The Series B Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $16.5 million, which includes the conversion and redemption features as they have not been bifurcated from the host instruments. The Series C Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $12.4 million, which includes the redemption features as they have not been bifurcated from the host instrument. As disclosed in in Note 2, the aggregate estimated fair value of the Series B and C Preferred Stock of $28.9 million is included as part of the total $79.7 million consideration paid for the purchase of Sahara. As the redemption features in the Series B Preferred Stock and Series C Preferred Stock are not solely with the control of the Company, the Company has classified the Series B Preferred Stock and Series C Preferred Stock in temporary equity on the Company’s consolidated balance sheet. The immaterial out-of-period correction to the estimated fair value of preferred shares discussed in Note 2 resulted in the elimination of a $0.4 million beneficial conversion feature initially recorded as a component of additional paid-in capital in the third quarter unaudited condensed consolidated financial statements. Common Stock The Company’s common stock consists of 200,000,000 shares of Class A voting common stock and 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 December 31, 2020, and December 31, 2019, the Company had 53,343,518 and 11,698,697 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding at December 31, 2020 and December 31, 2019. Issuance of common stock Public Offering On June 11, 2020, the Company issued 13,333,333 shares of the Company’s Class A common stock at a public offering price of $0.75 per share. In addition, on June 24, 2020 the Company issued an additional 1,999,667 shares of Class A common stock to the underwriter at $0.75 per share. Gross proceeds from the issuances were $11.5 million. Net proceeds were $10.6 million after deducting underwriting discounts and offering expenses of $906 thousand. On July 31, 2020, the Company issued 17,250,000 shares of the Company’s Class A common stock at a public offering price of $2.00 per share. Gross proceeds from the issuances were $34,500,000, including the underwriting overallotment. Net proceeds were $32.0 million after deducting underwriting discounts and offering expenses of $2.5 million. Debt Conversion During the year ended December 31, 2020, the Company issued 6.2 million shares of Class A common stock in lieu of $6.5 million in principal and interest payments due in relation to notes payable to Lind Global. In addition, the Company issued 310 thousand shares of Class A common stock in lieu of payment of the closing fees of the convertible debt with an aggregate amount of $500 thousand to Lind Global. These conversion transactions resulted in a $3.1 million loss on the settlement of debt obligations. During the year ended December 31, 2019, the Company issued 0.7 million shares of Class A common stock in lieu of $1.1 million in principal and interest payments due in relation to notes payable to Lind Global. In addition, the Company issued 141 thousand shares of Class A common stock in lieu of payment of the closing fees of the convertible debt with an aggregate amount of $293 thousand to Lind Global. These conversion transactions resulted in a $0.1 million loss on the settlement of debt obligations. On October 22, 2019, the Company issued 36 thousand shares of common stock valued at $2.09 per share pursuant of the “Make Whole Share” clause related to the convertible debt issued to Lind Global on March 22, 2019. Accounts Payable and Other Liabilities Conversion During the year ended December 31, 2020, the Company entered into an agreement with a related party, Everest Display, Inc., to convert $3.0 million in accounts payable owed in exchange for 2.2 million shares of Class A common stock with an aggregate value of $1.3 million resulting in the Company recording a $1.7 million gain from settlement of liabilities. During the year ended December 31, 2020, the Company issued 7,111 shares of Class A common stock in lieu of payment for services with an aggregate amount of $8 thousand. During the year ended December 31, 2019, the Company issued 21,704 shares of common stock in lieu of payment for services with an aggregate amount of $48 thousand. Compensation During the quarter ended March 31, 2020, the Company issued 186,484 restricted common shares to Michael Pope as part of his stock compensation as the Chief Executive Officer. The shares vest quarterly over a one-year period. On August 6, 2019, the Company issued 122,916 shares of common stock valued at $2.40 per share as part of executive compensation. Other On April 17, 2020, the Company sold 142,857 shares of Class A Common Stock to Stemify Limited, an Australian entity (“Stemify”), at a $0.70 purchase price per share or a total of $100,000, in conjunction with the Company’s closing on an asset purchase agreement with Stemify. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. 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 purchase 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 thousand outstanding convertible note including accrued interest. On August 6, 2019, the Company issued 130,721 shares of common stock to convert 82,028 shares of preferred stock issued to Vert Capital for the acquisition of Genesis. Exercise of stock options There were 3,751 options to purchase common stock that were exercised during the twelve months ended December 31, 2020. No options to purchase common stock were exercised during the twelve months ended December 31, 2019. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation | NOTE 12 – 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 Company’s 2014 Equity Inventive Plan, as amended (the “Equity Incentive Plan”), was 2,690,438 shares. Grants made under the Equity Incentive Plan must be approved by the Company’s Board of Directors. On April 15, 2020, the Equity Incentive Plan was amended, whereby the Board of Directors approved increasing the shares available for issuance under the Equity Incentive Plan by 3,700,000 shares. The Company obtained shareholder approval of the aforementioned action at the Company’s annual meeting, which was held on September 4, 2020. The number of underlying shares available, as amended, was 6,390,438. As of December 31, 2020, the Company had issued all of the shares reserved for issuance under the Equity Incentive Plan and, as such, there no longer shares available for issuance under the Equity Incentive 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 four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options have no financial statement effect on the date they are granted but rather are reflected over time through compensation expense. We record compensation expense based on the estimated fair value of the awards which 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 years ended December 31, 2020 and 2019: Number of Units Weighted Weighted Average Outstanding, December 31, 2018 1,718,024 $ 4.18 4.64 Granted 802,882 $ 1.84 Exercised - $ - Cancelled (136,218 ) $ 4.86 Outstanding, December 31, 2019 2,384,688 $ 3.35 4.15 Granted 2,956,000 $ 0.76 Exercised (3,751 ) $ 0.70 Cancelled (486,153 ) $ 3.58 Outstanding, December 31, 2020 4,850,784 $ 1.76 3.51 Exercisable, December 31, 2020 2,712,087 $ 2.29 2.90 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 December 31, 2020, and 2019, the options had an intrinsic value of approximately $2.7 million and $0.4 million, respectively. Issuances in 2020: On January 2, 2020, the Company granted 100,000 stock options each, for a total of 300,000 options to purchase common stock, to its President, Chairman and Chief Executive Officer, its Chief Commercial Officer and its Chief Operating Officer; such options have an exercise price of $1.15 per share, and vest monthly over one-year period. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $264 thousand on the grant date that was calculated using the Black-Scholes option-pricing model. On January 13, 2020, the Company granted 50,000 stock options to Mark Elliott as part of his new employment agreement as the Company’s Chief Commercial Officer with an exercise price of $1.20 per share, which options vest monthly over one-year period. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $67 thousand on the grant date that was calculated using the Black-Scholes option-pricing model. On April 15, 2020, the Company granted an aggregate of 2,550,000 stock options in total to its employees with an exercise price of $0.70 per share vesting monthly over four years. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $1.5 million on the grant date. On April 20, 2020, the Company granted an aggregate of 20,000 stock options in total to a new employee with an exercise price of $0.67 per share vesting quarterly over four years. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $11 thousand on the grant date. On September 17, 2020, the Company granted an aggregate of 16,000 stock options in total to an employee with an exercise price of $1.46 per share vesting annually over four years. The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $20 thousand on the grant date. On November 23, 2020, the Company granted an aggregate of 10,000 stock options in total to an employee with an exercise price of $1.45 per share vesting annually over four years. The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $13 thousand on the grant date. On December 11, 2020, the Company granted an aggregate of 10,000 stock options in total to an employee with an exercise price of $1.95 per share vesting annually over four years. The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $14 thousand on the grant date. Variables used in the Black-Scholes option-pricing model for options granted during the twelve months ended December 31, 2020 include: (1) discount rate of 0.23% – 1.61%, (2) expected life, using simplified method, of 3- 4 years, (3) expected volatility of 136-148%, and (4) zero expected dividends. Issuances in 2019: On January 2, 2019, the Company granted 100,000 stock options each, for a total of 300,000 options to purchase common stock, to its President, Chief Executive Officer and Chief Operating Officer with an exercise price of $1.30 per share, which options vest monthly over one-year period. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $186 thousand on the grant date. On March 12, 2019, the Company issued 20,000 stock options to Steve Barker, Vice President of Robotics at Boxlight with an exercise price of $2.50 per share. The expiration date of these options is ten years from the grant date. These options had an aggregate fair value of approximately $31 thousand on the grant date. On June 22, 2019, the Company granted 60,000 stock options to employees from the Qwizdom acquisition with an exercise price of $2.85 per share vesting annually over four years commencing June 22, 2020 as part of their compensation. The expiration date of these options is ten years from grant date. These options have an aggregate fair value of approximately $107 thousand on the grant date. On August 6, 2019, the Company granted an aggregate of 131,250 stock options to its directors with an exercise price of $2.40 per share vesting monthly over one year. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $146 thousand on the grant date that was calculated using the Black-Scholes option-pricing model. On September 17, 2019, the Company granted 32,000 stock options to employees from the EOS acquisition with an exercise price of $2.09 per share vesting annually over four years commencing September 17, 2020 as part of their compensation. The expiration date of these options is ten years from grant date. These options have an aggregate fair value of approximately $42 thousand on the grant date. On October 1, 2019, the Company granted an aggregate of 207,000 stock options to its employees with an exercise price of $1.84 per share vesting quarterly in equal installments over a period of four years. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $201 thousand on the grant date. On October 15, 2019, the Company granted 52,632 stock options to one of its Board of Directors with an exercise price of $1.9 per share vesting quarterly over one year. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $47 thousand on the grant date. Variables used in the Black-Scholes option-pricing model for options granted during the twelve months ended December 31, 2019 include: (1) discount rate of 1.51 - 2.47% (2) expected life, using a simplified method, of 3 to 6 years, (3) expected volatility of 69 - 70%, and (4) zero expected dividends. Restricted Stock Units Under our stock option program, pursuant to the Equity Incentive Plan, the Company grants restricted stock units (“RSUs”) to certain employees and non-employee directors. Upon granting the RSUs, the Company records a fixed compensation expense equal to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite services period for the RSUs. Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave the Company prior to vesting. The restricted stock units vest over a range of immediately vested to four-year vesting periods in accordance with the terms of the applicable RSU grant agreement. No restricted stock units were issued or outstanding in 2019. Following is a summary of the restricted stock activities during the year ended December 31, 2020. Number of Units Weighted Outstanding, December 31, 2019 - $ - Granted 3,093,697 1.56 Vested (372,350 ) 1.06 Outstanding, December 31, 2020 2,721,347 1.62 On March 20, 2020, the Company granted an aggregate of 186,484 shares of restricted common stock to Michael Pope, CEO pursuant to his employment agreement. These shares vest ratably over one year and had an aggregated fair value of approximately $76 thousand on the grant date. On June 30, 2020, the Company granted an aggregate of 108,696 RSUs to new board members. These RSUs vest over one year and had an aggregated fair value of approximately $100 thousand on the grant date. On September 18, 2020, the Company granted an aggregate of 34,483 RSUs to a new employee. These RSUs vest over four years and had an aggregated fair value of approximately $50 thousand on the grant date. On September 25, 2020, the Company granted an aggregate of 2,725,400 RSUs to its new employees retained in relation to the Sahara acquisition. These RSUs vest over four years and had an aggregated fair value of approximately $4.5 million on the grant date. On October 1, 2020, the Company granted an aggregate of 20,000 RSUs to a new employee. These RSUs vest over four years and had an aggregated fair value of approximately $37 thousand on the grant date. On October 19, 2020, the Company granted an aggregate of 18,634 RSUs to a new employee. These RSUs vest over four years and had an aggregated fair value of approximately $30 thousand on the grant date. Warrants Following is a summary of the warrant activities during the years ended December 31, 2020 and 2019: Number of Units Weighted Weighted Average Outstanding, December 31, 2018 1,184,121 $ 1.90 1.63 Granted 187,038 $ 1.50 - Cancelled (1,021,159 ) $ 1.25 - Outstanding, December 31, 2019 350,000 $ 2.20 2.11 Granted 20,000 $ 0.70 - Cancelled (5,000 ) $ 4.76 - Outstanding, December 31, 2020 365,000 $ 1.44 1.27 Exercisable, December 31, 2020 348,750 $ 1.48 1.11 2020 Warrants On April 20, 2020, the Company granted 20,000 warrants to Ryan Legudi, the managing director of Stemify, as part of his compensation with an exercise price of $0.70 per share, which warrants vest quarterly over four-year period. The expiration of these options is five years from the grant date. The warrants had an aggregated fair market value of approximately $11 thousand on the grant date. 2019 Warrants On March 12, 2019, the Company issued 30,000 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. The warrants were issued in relation to acquisition of MRI. On March 14, 2019, the Company issued 20,063 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. The warrants were issued in relation to converting the debt from Harbor Gates. On March 22, 2019, the Company issued 10,765 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. The warrants were issued in relation to raising capital through loan with Lind Partner. On October 22, 2019, the Company issued 25,398 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 in repayment of outstanding debt. The warrants were issued in relation to paying principal and interest of notes payable to Lind Partner. On November 13, 2019, the Company issued 24,892 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 in repayment of outstanding debt. The warrants were issued in relation to paying principal and interest of notes payable to Lind Partner. On December 3, 2019, the Company issued 29,172 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 in repayment of outstanding debt. The warrants were issued in relation to paying principal and interest of notes payable to Lind Partner. On December 13, 2019, the Company issued 10,413 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. On December 27, 2019, the Company issued 36,337 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 in repayment of outstanding debt. The warrants were issued in relation to paying principal and interest of notes payable to Lind Partner. An aggregate amount of 1,021,159 warrants that was previously issued to Dynamic Capital were deemed expired as of December 31, 2019. Variables used in the binomial and Black-Scholes option-pricing model for warrants granted during the year ended December 31, 2019 include: (1) discount rate of 1.55-2.52% (2) expected life of 0.05-2.00 years, (3) expected volatility of 54-120%, and (4) zero expected dividends. As of December 31, 2019, the warrants had an intrinsic value of $0. Stock compensation expense For the year ended December 31, 2020 and 2019, the Company recorded the following stock compensation in general and administrative expense (in thousands): 2020 2019 Stock options $ 1,205 $ 778 Restricted stock units 421 - Warrants 2 65 Class A common stock grants - 295 Total stock compensation expense $ 1,628 $ 1,138 As of December 31, 2020, there was approximately $5.8 million of unrecognized compensation expense related to unvested options, restricted stock units, and warrants, which will be amortized over the remaining vesting period. Of that total, approximately $1.8 million is estimated to be recorded as compensation expense in 2021. |
Other Related Party Transaction
Other Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | NOTE 13 – OTHER RELATED PARTY TRANSACTIONS Management Agreement On November 30, 2017, the Company entered into a management agreement with Dynamic Capital, LLC, a Nevada limited liability company owned by the AEL Irrevocable Trust and managed by Adam Levin (“Dynamic Capital”). Pursuant to the agreement, Dynamic Capital was to perform consulting services for the Company relating to, among other things, sourcing and analyzing strategic acquisitions and introductions to various financing sources. In consideration for its services, Dynamic Capital was to 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 was subject to a cap of $750,000 in each of 2017 and 2018. As of December 31, 2019, and December 31, 2018, the Company had a payable to Dynamic Capital $0 and $425,619, respectively. The remaining annual fee for the amount of $99,950 was paid on May 7, 2019. On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our CEO and Chairman, Michael Pope. The Management Agreement is separate and apart from Mr. Pope’s employment agreement. The Management Agreement is effective as of the first day of the same month that Mr. Pope’s employment with the Company terminates, and for a term of 13 months, Mr. Pope will 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 will 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 years ended December 31, 2020 and 2019, the Company had purchases of $339 thousand and $900 thousand respectively, from EDI. For the years ended December 31, 2020 and, the Company had sales of $36 thousand and 51 thousand, respectively, to EDI. As of December 31, 2020, and 2019, the Company had accounts payable to EDI of approximately of $2.0 million and $5.5 million respectively, to EDI. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 – COMMITMENTS AND CONTINGENCIES Operating Lease Commitments The Company leases four office spaces under non-cancelable lease agreements. The leases provide that the Company pay 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 December 31, 2020 are as follows: Year ending December 31, Amount (in thousands) 2021 $ 1,705 2022 1,353 2023 1,127 Minimum Lease Payments $ 4,185 Purchase Commitments The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products. At December 31, 2020 the total amount of such open inventory purchase orders was $13.2 million. |
Customer and Supplier Concentra
Customer and Supplier Concentration | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Customer and Supplier Concentration | NOTE 15 – 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 with a few customers for the years ended December 31, 2020 and 2019: Customer Total revenues Accounts Total revenues Accounts 1 13 % 3,536 14 % $ 184 2 9 % 2,598 13 % 604 3 5 % 94 12 % 235 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 years ended December 31, 2020 and 2019: Vendor Total purchases Accounts payable Total purchases from the vendor as a percentage of total cost of revenues for Accounts payable 1 35 % $ 5,749 49 % $ 1,107 2 13 % $ 2,013 4 % 5,038 3 11 % $ (22 ) 4 % 7 The Company believes there are numerous other suppliers that could be substituted should for the above suppliers become unavailable or non-competitive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 – SUBSEQUENT EVENTS On March 24, 2021 we entered into a share redemption and conversion agreement with the former shareholders of Sahara Presentation Systems PLC (“Sahara”) who together own approximately 96% of our Series B and Series C preferred stock. Under the terms of the agreement, we agreed to redeem and purchase from such preferred stockholders on or before June 30, 2021 all of the shares of Series B preferred stock for £11.5 million (or approximately $15.9 million) being the stated or liquidation value of the Series B preferred stock plus (b) accrued dividends from January 1, 2021 to the date of purchase. In addition, the holders of 96% of the Series C preferred stock agreed to convert those shares into 7,.6 million shares of our Class A Common Stock at a conversion price of $1.66 per share. In the event for any reason, we do not complete the conversion and redemption by June 30, 2021, and the Sahara shareholders do not agree to an extension, the agreement will terminate without liability by any party. On March 23, 2021 the Company acquired 100% of the shares of Interactive Concepts, a Belgium company and a leading distributor of interactive technologies, total consideration of approximately $3.3 million in cash, common stock and deferred consideration. On March 20, 2021, in accordance with the terms of his employment agreement, Michael Pope, our Chairman and Chief Executive Officer, received 875 thousand restricted common shares, an amount equal to 1.0% of the outstanding Class A Common Stock on a fully diluted basis. The shares will vest in substantially equal installments over a period of 12 months. The shares were values at $2.82 per share, for a total aggregate value of $2.5 million. The shares will vest in substantially equal installments over a period of 12 months. On February 24, 2021, the Company granted an aggregate of 131 thousand restricted stock units to its directors. The restricted stock units will vest quarter over a one-year period. The units had an aggregated fair value of approximately $373 thousand on the grant date. On January 29, 2021, the Company entered into an agreement with a Amagic Holographics Inc., to convert $2.0 million in accounts payable owed in exchange for 793 thousand shares of Class A common stock with an aggregate value of $1.6 million resulting in the Company recording a $0.4 million gain from settlement of liabilities. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company History and Acquisitive Growth | COMPANY HISTORY AND RECENT ACQUISITIVE GROWTH Boxlight Corporation (the “Company”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. The Company designs, produces and distributes interactive technology solutions to the education market. On September 24, 2020, the Company acquired Sahara Presentation Systems PLC, a leader in distributed and manufactured AV solutions. Headquartered in the United Kingdom, Sahara is a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch and Sedao brands. On April 17, 2020, the Company acquired the assets, and assumed certain liabilities of MyStemKits and STEM Education Holdings, Pty, an Australian corporation (“STEM”), the largest online collection of K-12 STEM curriculum for 3D printing. On March 12, 2019, the Company entered into an asset purchase agreement with Modern Robotics Inc. (MRI), based in Miami, Florida. MRI 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. On August 31, 2018, the Company acquired 100% of the membership interest equity of EOS, an Arizona limited liability company. EOS is in the business of providing technology consulting, training, and professional development services to create sustainable programs that integrate technology with curriculum in K-12 schools and districts. On June 22, 2018, the Company 100% of the capital stock of the Qwizdom Companies. The Qwizdom Companies develop interactive whiteboard software and online solutions that are quick to implement and designed to increase participation, provide immediate data feedback, and, most importantly, accelerate and improve comprehension and learning. The Qwizdom Companies have offices outside Seattle, WA and Belfast, Northern Ireland and deliver products in 44 languages to customers around the world through a network of partners. On May 9, 2018, the Company acquired 100% of the capital stock of Cohuba based in Lancashire, England. Cohuba produces, sells and distributes interactive display panels designed to provide new learning and working experiences through high-quality technologies and solutions through in-room and room-to-room multi-devices multi-user collaboration. |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Boxlight Corporation and its wholly owned subsidiaries. Intercompany transactions and account balances among all of affiliated entities have been eliminated. In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature and necessary for fair financial statement presentation. |
Estimates and Assumptions | ESTIMATES AND ASSUMPTIONS The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Significant estimates include estimates of allowances for bad debts, and inventory obsolescence; the recoverability deferred tax assets; the fair value and the recoverability of warrants; the initial fair value of preferred stock, intangible assets and goodwill; stock compensation, fair values of assets acquired and estimates for contingent liabilities. |
Comprehensive Income | COMPREHENSIVE INCOME Comprehensive income (loss) reflects the change in equity during the year and is comprised of all components of net income (loss and foreign currency translation adjustments. |
Foreign Currencies | FOREIGN CURRENCIES The Company’s reporting currency is the U.S. dollar. The U.S. dollar is the currency of the primary economic environment in which it operates and is generally the currency in which the Company business generates and expends cash. Subsidiaries with different functional currencies, translates their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the year. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of equity (deficit). Foreign exchange gains and losses arise from transactions denominated in currencies other than the functional currency. Gains and losses on those foreign currency transactions are included in determining net income for the period in the exchange rates change. |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $250,000 for banks located in the U.S. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts. |
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 specific identification and the first-in, first-out (“FIFO”) cost methods. Cost includes direct cost from the Current 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 several 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 mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment is stated at cost and depreciated using the straight-line method over the estimated life of the asset. Repairs and maintenance are charged to expense as incurred. |
Long-lived Assets | LONG–LIVED ASSETS Long-lived assets to be held and used or disposed of other than by sale are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. |
Business Combinations | BUSINESS COMBINATIONS Transactions in which the Company acquires or obtains control of one or more businesses are accounted for as business combinations in accordance with Topic 350, Business Combinations, Accounting for Income Taxes. |
Goodwill | GOODWILL Goodwill represents the cost in excess of the fair value of the net tangible and intangible assets of acquired businesses, and represents implied synergies expected of the completed business combinations. Goodwill is not amortized and is not deductible for tax purposes. Under ASC 350, Business Combinations Because the qualitative assessment is an option, we may bypass it for any reporting unit in any period and begin the analysis using a quantitative impairment test. We may also elect to perform a quantitative impairment test based on the period of time that has passed since the most recent determination of fair value, even when we do not believe that it is more-likely-than-not that the fair value of the business is less than carrying amount. In analyzing goodwill for potential impairment in the quantitative impairment test, we use a combination of the income and market approaches to estimate the fair value. Under the income approach, we calculate the fair value based on estimated future discounted cash flows. The assumptions we use are based on what we believe a hypothetical marketplace participant would use in estimating fair value. Under the market approach, we estimate the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation and amortization for benchmark companies. If the fair value exceeds carrying value, then no further testing is required. However, if the fair value were to be less than carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value. No goodwill impairments have been identified and recognized during any of the periods presented. Being that the acquisition of Sahara September 24, 2020, the business has performed at or better than expected, and there are no indicators of possible impairment, the Company believes that the carrying amount does not exceed the fair value for the reporting unit. Goodwill arising from the Sahara acquisition was not included in the goodwill impairment testing for 2020 but will be included in the impairment testing in 2021. |
Intangible Assets | Intangible assets Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and consider 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. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. |
Derivative Treatment Of Stock Purchase Warrants | DERIVATIVE TREATMENT OF STOCK PURCHASE WARRANTS The Company classifies common stock purchase warrants 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. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income for the period. |
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. The amount of consideration received is deemed to be the fair value of long-term debt net of any debt discount and issuance cost. Derivatives liabilities 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. The following tables set 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 December 31, 2020 and 2019 (in thousands): Markets for Other Significant Fair Description (Level 1) (Level 2) (Level 3) 2020 Derivative liabilities – stock purchase warrants $ - $ - $ 363 363 Earn-out payable 119 119 $ 482 $ 482 Markets for Other Significant Fair Description (Level 1) (Level 2) (Level 3) 2019 Derivative liabilities – stock warrant purchase warrants $ - $ - $ 147 $ 147 Earn-out payable 387 387 $ 534 $ 534 Amount Balance, December 31, 2018 410 Amount paid (23 ) Balance, December 31, 2019 387 Amount paid (268 ) Balance, December 31, 2020 $ 119 |
Revenue Recognition | REVENUE RECOGNITION In accordance with the FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Nature of Products and Services and Related Contractual Provisions The Company’s sales of interactive devices, including panels, projectors, and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services with terms of approximately 60 months. Software maintenance includes technical support, product updates on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance, and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. The Company’s installation, training and professional development services are generally sold separately from the Company’s products. Control of these services is transferred to our customers over time with hours/time incurred in providing the service being the best depiction of the transfer of services since the customer is receiving the benefit of the services as the work is performed. For the sale of third-party products and services where the Company obtains control of the products and services before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of the third-party products and services including, but not limited to, evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product or service. The Company has not historically entered into transactions where it does not take control of the product or service prior to transfer to the customer. The Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes). In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent. The taxes collected and not yet remitted to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Significant Judgments For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). The Company’s products and services included in its contracts with multiple performance obligations generally are not sold separately and there are no observable prices available to determine the SSP for those products and services. Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and margins. Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP. However, the Company does have certain performance obligations for which pricing is highly variable or uncertain, and contracts with those performance obligations generally contain multiple performance obligations with highly variable or uncertain pricing. For these contracts the Company allocates the transaction price to those performance obligations using an alternative method of allocation that is consistent with the allocation objective and the guidance on determining SSPs in Topic 606 considering, when applicable, the estimated cost to provide the performance obligation, market pricing for competing product or service offerings, residual values based on the estimated SSP for certain goods, product-specific business objectives, incremental values for bundled transactions that include a service relative to similar transactions that exclude the service, and competitor pricing and margins. A separate price has not been established by the Company for its hardware maintenance services and software maintenance services. In addition, hardware maintenance services, software solutions, and the related maintenance services are never sold separately and are proprietary in nature, and the related selling price of these products and services is highly variable or uncertain. Therefore, the SSP of these products and services is estimated using the alternative method described above, which includes residual value techniques. The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that are executed in the same manner, contain the same performance obligations, and are priced in a consistent manner. The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level. Contract Balances The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within 30-60 days of contract execution. Fees for installation, training, and professional development services are fixed and generally become due as the services are performed. The Company has an established history of collecting under the terms of its contracts without providing refunds or concessions to its customers. The Company’s contractual payment terms do not vary when products are bundled with services that are provided over multiple years. In these contracts where services are expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the contracts generally do not include a significant financing component. The upfront invoicing terms are designed 1) to provide customers with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred, and 2) to ensure that the customer continues to use the related services, so that the customer will receive the optimal benefit from the products over their lives. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription services. The Company has no material contract assets on December 31, 2020 or 2019. During the years ended December 31, 2020 and 2019, the Company recognized $2.0 million and $2.0 million, respectively of revenue that was included in the deferred revenue balance as of December 31, 2019 and January 1, 2019, respectively, as adjusted for Topic 606, at the beginning of the period. Variable Consideration The Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly “buyer’s remorse” where the distributor or reseller’s end 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. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. These estimates are generally made using the expected value method based on historical experience and are measured at each reporting date. There was no material revenue recognized in 2020 related to changes in estimated variable consideration that existed at December 31, 2019. Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting within the contract. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. Remaining performance obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the customer. As of December 31, 2020, and 2019, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $16.1 million and $4.6 million, respectively. The Company expects to recognize revenue on approximately 43% of the remaining performance obligations in 2021, 45% in 2022 and 2023, with the remainder recognized thereafter. In accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials professional services contracts). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software is pre-installed on the interactive device are transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over 5 years from the contract execution date as measured based upon the passage of time. Year Ended Year Ended December 31 2020 December 31, 2019 (in thousands) Product Revenues: Hardware $ 48,460 $ 28,840 Software 2,450 1,460 Service Revenues: Professional Services 1,300 1,210 Maintenance and Subscription Services 2,680 1,520 $ 54,890 $ 33,030 Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfil a contract only if those costs meet all the following criteria: ● The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify. ● The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future. ● The costs are expected to be recovered. Certain sales commissions incurred by the Company were determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would have been recognized over a period that is one year or less, the Company elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in the accompanying consolidated balance sheets. Total deferred commissions at December 31, 2020 and 2019 and the related amortization for 2019 were less than $0.1 million. The Company has not historically incurred any material fulfilment costs that meet the criteria for capitalization. |
Warranty Reserve | WARRANTY RESERVE For customers that do not purchase hardware maintenance services, the Company generally provides warranty coverage on projectors and accessories, batteries and computers. This warranty coverage does not exceed 24 months, and the Company establishes a liability for estimated product warranty costs, included in other short-term liabilities in the consolidated balance sheets, at the time the related product revenue is recognized. 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. |
Research and Development Expenses | RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are expensed as incurred and consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. |
Income Taxes | INCOME TAXES An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company estimates the fair value of each stock-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 on a straight-line basis over the vesting period during which an employee is required to provide service in exchange for the award. Total expense is reduced by the fair value of the options that are forfeited prior to vesting when the forfeiture occurs. |
Subsequent Events | SUBSEQUENT EVENTS We reviewed all material events through the date of these consolidated financial statements were issued for subsequent event disclosure consideration as described in Note 16. |
New Accounting Pronouncements | NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Topic 606, which replaced the previous revenue recognition guidance. The Company adopted Topic 606 effective January 1, 2019 using the modified retrospective transition method. Under this method, the Company elected to apply the cumulative effect method to all customer contracts as of the adoption date. The impact to revenue in 2019 as a result of the adoption of Topic 606 was approximately $0.6 million, which is the result of the identification of additional units of accounting or performance obligations upon adoption of Topic 606. Specifically, the Company identified software (previously combined with hardware for accounting purposes), the related software maintenance, and hardware maintenance (previously accounted for under guidance applicable to extended warranties) as units of accounting. Under prior GAAP, no portion of the transaction price was allocated to, and therefore, no revenue was recognized upon the transfer of these products and services. While revenue related to software may only be deferred for up to a few days relative to the timing of revenue recognition under prior GAAP, software maintenance and hardware maintenance revenue will now be recognized over a period of 3-5 years based on the specified term in the contract or the estimated service term, if not specified. As a result, the cumulative impact due to the adoption of Topic 606 on the opening consolidated balance sheet was a decrease in opening retained earnings, with an increase in deferred commissions, an increase in deferred revenue, and a decrease in accrued warranty costs. We adopted ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350: Simplifying the Test for Goodwill Impairment” effective January 1, 2020. ASU 2017-04 simplifies the assessment of goodwill for impairment by eliminating step two from the goodwill impairment test. As amended, the goodwill impairment test now consists of one step comparing the fair value of a reporting unit with its carrying value. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new pronouncement had no impact to the Company, as the results from step one did not indicate any impairment the needed to be recognized. In February 2016, the FASB issues ASC 842 “Leases” that creates new accounting and reporting guidelines for leasing arrangements. 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. Under the previous guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily depended on its classification as a finance or operating lease. The new guidance also requires disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For Small Emerging Growth Companies, the new standard is not effective until annual reporting periods beginning after December 15, 2020, including interim periods within that reporting period. Earlier application is permitted. The Company is currently evaluating the impact of this new pronouncement on its financial statements and will adopt the new standard in 2021. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses” (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance replaces the incurred loss methodology with the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including trade accounts receivable. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842. This new guidance changes the impairment model for most financial assets and certain other instruments. Since the Company is a Small Emerging Growth Company, the ASU is not effective until fiscal years beginning after December 15, 2022, and interim periods within that fiscal year. The Company is currently evaluating the impact that this standard will have, if any, on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The new guidance simplifies the accounting for certain convertible instruments and for contracts in an entity’s own equity. Key provisions include the elimination of the “cash conversion” guidance and the “beneficial conversion feature” guidance in ASC 470-20 as well as a simplification of the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification by removing certain conditions in ASC 815-40-25. Since the Company is a Small Emerging Growth Company, the ASU is not effective until annual reporting periods beginning after December 15, 2023. Earlier application is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740). The new guidance modifies the requirements for the timing of adoption of enacted change in tax law. The effects of changes on taxes currently payable or refundable for the current year must be reflected in the computation of annual effective tax rate. Since the Company is an Emerging Growth Company, the ASU is not effective until fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact that this standard will have, if any, on its financial statements. There were various other accounting standards and interpretations issued recently, some of which may be applicable to the Company but 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) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Financial Liabilities Measured on a Recurring Basis | The following tables set 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 December 31, 2020 and 2019 (in thousands): Markets for Other Significant Fair Description (Level 1) (Level 2) (Level 3) 2020 Derivative liabilities – stock purchase warrants $ - $ - $ 363 363 Earn-out payable 119 119 $ 482 $ 482 Markets for Other Significant Fair Description (Level 1) (Level 2) (Level 3) 2019 Derivative liabilities – stock warrant purchase warrants $ - $ - $ 147 $ 147 Earn-out payable 387 387 $ 534 $ 534 |
Schedule of Earn-out Payable Rollforward | Amount Balance, December 31, 2018 410 Amount paid (23 ) Balance, December 31, 2019 387 Amount paid (268 ) Balance, December 31, 2020 $ 119 |
Schedule of Disaggregates Revenue | Year Ended Year Ended December 31 2020 December 31, 2019 (in thousands) Product Revenues: Hardware $ 48,460 $ 28,840 Software 2,450 1,460 Service Revenues: Professional Services 1,300 1,210 Maintenance and Subscription Services 2,680 1,520 $ 54,890 $ 33,030 |
Recent Business Acquisitions (T
Recent Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Estimated Useful Lives of Acquired Intangible Assets | The following table presents the useful lives over which the acquired intangible assets will be amortized on a straight-line basis, which approximates the pattern by which the related economic benefits of the assets are consumed: Estimated Customer relationships 10 Trademarks 10 Technology 3 |
Schedule of Pro Forma Information | The nature and amount of any material, nonrecurring pro forma adjustments directly attributable to the business combination are included in the pro forma revenue and net earnings reflected below. Year ended December 31, 2020 2019 (in thousands) (Unaudited) (in thousands) (in thousands) (Unaudited) (in thousands) As Reported Pro Forma As Reported Pro Forma Revenues, net $ 54,891 $ 119,207 $ 33,030 $ 129,393 Net loss attributable common shareholders $ (16,490 ) $ (17,406 ) $ (9,334 ) $ (13,931 ) |
Sahara Presentation Systems PLC [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the net assets acquired and liabilities assumed, and the estimate of the fair value of consideration paid: (in thousands) Assets acquired: Cash $ 6,049 Accounts receivable 16,066 Inventories 17,257 Prepaid expenses and other current assets 2,277 Property and equipment 183 Total assets acquired 41,832 Accounts payable and accrued expenses (8,624 ) Deferred revenue (9,435 ) Deferred tax liability (8,794 ) Other liabilities (293 ) Total liabilities assumed (27,146 ) Net tangible assets acquired 14,686 Identifiable intangible assets: Customer relationships 39,629 Trademarks 5,319 Technology 3,372 Total intangible assets subject to amortization 48,320 Goodwill 16,774 Total net assets acquired $ 79,780 Consideration paid: Cash $ 50,903 Preferred shares issued 28,877 Total consideration paid $ 79,780 |
MyStemKits and STEM Education Holdings, Pty [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the net assets acquired and the fair value of consideration paid: (in thousands) Assets acquired: Cash $ 1 Inventories 36 Total assets acquired 37 Total liabilities assumed (29 ) Net assets acquired 8 Identifiable intangible assets: Customer relationships 42 Trademarks 59 Technology 12 Total identifiable intangible assets subject to amortization 113 Goodwill 154 Consideration paid: Cash $ 100 Note payable 175 Total consideration paid $ 275 |
MRI [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | (in thousands) Assets acquired: Cash $ 10 Accounts receivable 8 Inventories 386 Prepaid expenses 24 Intangible assets 93 Other current asset 60 Total assets acquired 581 Total liabilities assumed (11 ) Net assets acquired $ 570 Consideration paid: Issuance of 200,000 shares of Class A common stock $ 500 Note payable 70 Total $ 570 |
Accounts Receivable - Trade (Ta
Accounts Receivable - Trade (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable - Trade | Accounts receivable consisted of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Accounts receivable – trade $ 21,769 $ 4,522 Allowance for doubtful accounts (473 ) (358 ) Allowance for sales returns and volume rebates (426 ) (499 ) Accounts receivable - trade, net of allowances $ 20,869 $ 3,665 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Finished goods $ 20,997 $ 3,239 Spare parts 265 273 Reserves for inventory obsolescence (349 ) (193 ) Inventories, net $ 20,913 $ 3,319 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Prepayments to vendors $ 5,727 $ 1,389 Prepaid licenses and other 339 367 Unbilled revenue 95 9 Prepaid expenses and other current assets $ 6,161 $ 1,766 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Building $ 200 $ 200 Building improvements 9 9 Leasehold improvements 172 3 Office equipment 232 40 Other equipment 81 42 Property and equipment, at cost 694 295 Accumulated depreciation (132) (87 ) Property and equipment, net of accumulated depreciation $ 562 $ 207 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets and goodwill consisted of the following at December 31, 2020 and 2019 (in thousands): Weighted Average useful lives 2020 2019 Patents 4 years $ 182 $ 82 Customer relationships 9 years 46,614 4,009 Technology 5 years 3,900 272 Domain 5 years 14 14 Trademarks 8 years 9,682 3,918 Intangible assets, at cost 60,392 8,294 Accumulated amortization (5,235 ) (2,735 ) Intangible assets, net of accumulated amortization $ 55,157 $ 5,559 Goodwill from acquisition of Mimio N/A $ 45 $ 45 Goodwill from acquisition of Sahara N/A 17,990 - Goodwill from acquisition of STEM N/A 29 - Goodwill from acquisition of Boxlight N/A 4,137 4,137 Goodwill from acquisition of EOS N/A 78 78 Goodwill from acquisition of Qwizdom N/A 463 463 $ 22,742 $ 4,724 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following comprises debt on December 31, 2020 and 2019 (in thousands): 2020 2019 Debt – Third Parties Note payable – Lind Global $ 21,085 $ 4,797 Paycheck Protection Program Loan 1,008 - Accounts receivable financing – Sallyport Commercial 4.512 1,552 Note payable – STEM Education Holdings 175 - Total debt – third parties 26,780 6,349 Less: Discount and issuance cost – Lind Global 2,132 612 Current portion of debt – third parties 16.817 4,536 Long-term debt – third parties $ 7,831 $ 1,201 Debt – Related Parties Note payable – Qwizdom (Darin & Silvia Beamish) $ - $ 382 Note payable – Steve Barker - 17 Note payable – Logical Choice Corporation – Delaware - 54 Note payable – Mark Elliott - 24 Total debt – related parties - 477 Less: current portion of debt – related parties - 368 Long-term debt – related parties $ - $ 108 Total debt $ 26,780 $ 6,214 |
Schedule of Long Term Debt Principle Repayments | Principal repayments to be made during the next five years are as follows (in thousands): $ 2021 18,735 2022 8,045 2023 - 2024 - 2025 - Total 26,780 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 on December 31, 2020 and 2019: December 31, 2020 Common stock issuable upon exercise of warrants 295,000 Market value of common stock on measurement date $ 1.53 Exercise price $ 0.42 Risk free interest rate (1) 0.13 % Expected life in years 1 year Expected volatility (2) 160.03 % Expected dividend yields (3) 0 % December 31, 2019 Common stock issuable upon exercise of warrants 295,000 Market value of common stock on measurement date $ 1.11 Exercise price $ 1.20 Risk free interest rate (1) 1.58 % Expected life in years 2 years Expected volatility (2) 86.66 % 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 historical trading volatility 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 years ended December 31, 2020 and 2019 (in thousands): Amount Balance, December 31, 2018 $ 326 Initial valuation of derivative liabilities upon issuance of warrants 66 Change in fair value of derivative liabilities (245 ) Balance, December 31, 2019 $ 147 Amount Balance, December 31, 2019 $ 147 Change in fair value of derivative liabilities 216 Balance, December 31, 2020 $ 363 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Pretax Income (Loss) | Pretax income (loss) resulting from domestic and foreign operations is as follows (in thousands): 2020 2019 United States $ (12,269 ) $ (9,502 ) United Kingdom (4,683 ) 100 Other Foreign Jurisdictions (21 ) - Total Pretax book income $ (16,973 ) $ (9,402 ) |
Schedule of Component of Income Tax Benefit | The components of income tax benefit at December 31, 2020 and December 31, 2019, are as follows (in thousands): 2020 2019 Current: Federal $ - $ - State - - Foreign 645 Total Current $ 645 $ - Deferred: Federal $ - $ - State - - Foreign (1,466 ) Total Deferred $ (1,466 ) $ - Total $ (821 ) $ - |
Schedule of Reconciliation of Provision for Income Taxes | The reconciliation of the provision for income taxes at the United States Federal statutory rate compared to the Company’s income tax expense as reported is as follows (in thousands) 2020 2019 Income (Loss) before income taxes Income tax benefit computed at the statutory rate $ (3,565 ) $ (1,975 ) Foreign tax rate differential 99 - Loss on debt settlement 650 - Non-deductible expenses 212 386 Other book-tax differences - (1 ) Prior period true ups – temporary differences 525 - Rate changes and differentials 61 (23 ) Change in valuation allowance 1,197 1,613 $ (821 ) $ - |
Schedule of Deferred Tax Assets | Tax effects of temporary differences at December 31, 2020 and December 31, 2019 are as follows (in thousands): Deferred tax assets: 2020 2019 Fixed assets $ 62 $ 14 Allowance for bad debts 281 197 Inventory 82 59 Accrued expenses - 54 Deferred revenue 2,190 - Stock compensation 300 - Others 127 17 Interest Expense Limitation 955 640 Net operating loss carry-forwards 7,361 5,646 Deferred tax assets (liabilities) $ 11,358 $ 6,627 Valuation allowance (7,959 ) (6,627 ) Deferred tax assets $ 3,399 $ - Net deferred tax assets $ 3,399 $ - Deferred tax liabilities: 2020 2019 Intangible assets $ (10,759 ) $ - Accrued expenses (404 ) - Prepaid expenses (139 ) - Deferred tax liabilities $ (11,302 ) $ - Net deferred tax liabilities $ (7,903 ) $ - |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Following is a summary of the option activities during the years ended December 31, 2020 and 2019: Number of Units Weighted Weighted Average Outstanding, December 31, 2018 1,718,024 $ 4.18 4.64 Granted 802,882 $ 1.84 Exercised - $ - Cancelled (136,218 ) $ 4.86 Outstanding, December 31, 2019 2,384,688 $ 3.35 4.15 Granted 2,956,000 $ 0.76 Exercised (3,751 ) $ 0.70 Cancelled (486,153 ) $ 3.58 Outstanding, December 31, 2020 4,850,784 $ 1.76 3.51 Exercisable, December 31, 2020 2,712,087 $ 2.29 2.90 |
Schedule of RSU Activities | Following is a summary of the restricted stock activities during the year ended December 31, 2020. Number of Units Weighted Outstanding, December 31, 2019 - $ - Granted 3,093,697 1.56 Vested (372,350 ) 1.06 Outstanding, December 31, 2020 2,721,347 1.62 |
Schedule of Warrant Activity | Following is a summary of the warrant activities during the years ended December 31, 2020 and 2019: Number of Units Weighted Weighted Average Outstanding, December 31, 2018 1,184,121 $ 1.90 1.63 Granted 187,038 $ 1.50 - Cancelled (1,021,159 ) $ 1.25 - Outstanding, December 31, 2019 350,000 $ 2.20 2.11 Granted 20,000 $ 0.70 - Cancelled (5,000 ) $ 4.76 - Outstanding, December 31, 2020 365,000 $ 1.44 1.27 Exercisable, December 31, 2020 348,750 $ 1.48 1.11 |
Schedule of Stock Compensation Expenses | For the year ended December 31, 2020 and 2019, the Company recorded the following stock compensation in general and administrative expense (in thousands): 2020 2019 Stock options $ 1,205 $ 778 Restricted stock units 421 - Warrants 2 65 Class A common stock grants - 295 Total stock compensation expense $ 1,628 $ 1,138 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 are as follows: Year ending December 31, Amount (in thousands) 2021 $ 1,705 2022 1,353 2023 1,127 Minimum Lease Payments $ 4,185 |
Customer and Supplier Concent_2
Customer and Supplier Concentration (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | The Company’s revenues were concentrated with a few customers for the years ended December 31, 2020 and 2019: Customer Total revenues Accounts Total revenues Accounts 1 13 % 3,536 14 % $ 184 2 9 % 2,598 13 % 604 3 5 % 94 12 % 235 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 years ended December 31, 2020 and 2019: Vendor Total purchases Accounts payable Total purchases from the vendor as a percentage of total cost of revenues for Accounts payable 1 35 % $ 5,749 49 % $ 1,107 2 13 % $ 2,013 4 % 5,038 3 11 % $ (22 ) 4 % 7 |
Organization and Significant _4
Organization and Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2018 | Jun. 22, 2018 | May 09, 2018 | |
Federal deposit insurance corporation insured limits (FDIC) | $ 250 | ||||
Deferred revenue | 2,000 | $ 2,000 | |||
Remaining performance obligations | 16,100 | $ 4,600 | |||
Adjusted for Topic 606 [Member] | |||||
Remaining performance obligations | 600 | ||||
Less Than [Member] | |||||
Deferred commissions related amortization | $ 100 | ||||
Maximum [Member] | |||||
Revenue performance obligation transfer of contract | P5Y | ||||
Maximum [Member] | Hardware Maintenance [Member] | |||||
Revenue performance obligation transfer of contract | P5Y | ||||
Minimum [Member] | Hardware Maintenance [Member] | |||||
Revenue performance obligation transfer of contract | P3Y | ||||
2021 [Member] | |||||
Remaining performance obligations percentage | 43.00% | ||||
2022 [Member] | |||||
Remaining performance obligations percentage | 45.00% | ||||
2023 [Member] | |||||
Remaining performance obligations percentage | 45.00% | ||||
EOS [Member] | |||||
Membership interests acquisition percentage | 100.00% | ||||
Qwizdom, Inc [Member] | |||||
Membership interests acquisition percentage | 100.00% | ||||
Cohuba [Member] | |||||
Membership interests acquisition percentage | 100.00% |
Organization and Significant _5
Organization and Significant Accounting Policies - Schedule of Financial Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative liabilities | $ 482 | $ 534 |
Stock Purchase Warrants [Member] | ||
Derivative liabilities | 363 | 147 |
Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | 119 | 387 |
Markets for Identical Assets (Level 1) [Member] | ||
Derivative liabilities | ||
Markets for Identical Assets (Level 1) [Member] | Stock Purchase Warrants [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] | Stock Purchase Warrants [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 | 482 | 534 |
Significant Unobservable Inputs (Level 3) [Member] | Stock Purchase Warrants [Member] | ||
Derivative liabilities | 363 | 147 |
Significant Unobservable Inputs (Level 3) [Member] | Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | $ 119 | $ 387 |
Organization and Significant _6
Organization and Significant Accounting Policies - Schedule of Earn-out Payable Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance | $ 387 | $ 410 |
Amount paid | 268 | 23 |
Balance | $ 119 | $ 387 |
Organization and Significant _7
Organization and Significant Accounting Policies - Schedule of Disaggregates Revenue (Details) - USD ($) $ in Thousands | Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue | $ 250 | $ 54,891 | $ 33,030 |
Product Revenues [Member] | Hardware [Member] | |||
Revenue | 48,460 | 28,840 | |
Product Revenues [Member] | Software [Member] | |||
Revenue | 2,450 | 1,460 | |
Service Revenues [Member] | Professional Services [Member] | |||
Revenue | 1,300 | 1,210 | |
Service Revenues [Member] | Maintenance and Subscription Services [Member] | |||
Revenue | 2,680 | 1,520 | |
Product and Services [Member] | |||
Revenue | $ 54,890 | $ 33,030 |
Recent Business Acquisitions (D
Recent Business Acquisitions (Details Narrative) - USD ($) $ in Thousands | Sep. 25, 2020 | Sep. 24, 2020 | Apr. 17, 2020 | Mar. 12, 2019 | Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2020 |
Consideration paid in cash | $ 51,103 | ||||||||
Cash acquired | 6,050 | 10 | |||||||
Stock issued in connection with acquisition, value | 500 | ||||||||
Revenue | $ 250 | 54,891 | 33,030 | ||||||
Net loss | $ (16,152) | $ (9,402) | |||||||
Class A Common Stock [Member] | |||||||||
Stock issued in connection with acquisition, shares | 200,000 | ||||||||
Note payable | $ 70 | ||||||||
Sahara Presentation Systems PLC [Member] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
Business acquisition date | Sep. 24, 2020 | ||||||||
Consideration amount | $ 73,700 | ||||||||
Consideration paid in cash | 44,900 | ||||||||
Cash acquired | 6,000 | ||||||||
Business acquisition, merger related costs | 200 | ||||||||
Sahara Presentation Systems PLC [Member] | Convertible Preferred Stock [Member] | |||||||||
Consideration paid in cash | $ 28,900 | ||||||||
Revenue | $ 24,700 | ||||||||
Net loss | $ 5,300 | ||||||||
Sahara Presentation Systems PLC [Member] | Series B Preferred Stock | |||||||||
Stock issued in connection with acquisition, shares | 1,586,620 | 1,586,620 | |||||||
Stock issued in connection with acquisition, value | $ 16,500 | ||||||||
Sahara Presentation Systems PLC [Member] | Series C Preferred Stock [Member] | |||||||||
Stock issued in connection with acquisition, shares | 1,320,850 | 1,320,850 | |||||||
Stock issued in connection with acquisition, value | $ 12,400 | ||||||||
MyStemKits, Inc. [Member] | |||||||||
Consideration amount | $ 450 | ||||||||
Consideration paid in cash | 100 | ||||||||
Working capital adjustments | 150 | ||||||||
Note payable | $ 175 | $ 175 | |||||||
Installment payments, description | Consideration included $100,000 paid in cash at closing with the balance payable in the form of a $350,000 purchase note payable in four equal installments of $87,500 (the "Installment Payments") on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. |
Recent Business Acquisitions -
Recent Business Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 24, 2020 | Jul. 31, 2020 | Apr. 17, 2020 | Mar. 12, 2019 |
Sahara Presentation Systems PLC [Member] | ||||
Cash | $ 6,049 | |||
Accounts receivable | 16,066 | |||
Inventories | 17,257 | |||
Prepaid expenses and other current assets | 2,277 | |||
Property and equipment | 183 | |||
Total assets acquired | 41,832 | |||
Accounts payable and accrued expenses | (8,623) | |||
Deferred revenue | (9,435) | |||
Deferred tax liability | (8,794) | |||
Other liabilities | (293) | |||
Total liabilities assumed | (27,145) | |||
Net tangible assets acquired | 14,686 | |||
Customer relationships | 39,629 | |||
Trademarks | 5,319 | |||
Technology | 3,372 | |||
Total intangible assets subject to amortization | 48,320 | |||
Goodwill | 16,774 | |||
Total net assets acquired | 79,780 | |||
Cash | 50,903 | |||
Preferred shares issued | 28,877 | |||
Total consideration paid | $ 79,780 | |||
MyStemKits, Inc. [Member] | ||||
Cash | $ 1 | |||
Inventories | 36 | |||
Total assets acquired | 37 | |||
Total liabilities assumed | (28,611) | |||
Customer relationships | 42 | |||
Trademarks | 59 | |||
Technology | 12 | |||
Total intangible assets subject to amortization | 113 | |||
Goodwill | 154 | |||
Total net assets acquired | 8 | |||
Cash | 100 | |||
Note Payable | $ 175 | 175 | ||
Total consideration paid | $ 275 | |||
MRI [Member] | ||||
Cash | $ 10 | |||
Accounts receivable | 8 | |||
Inventories | 386 | |||
Prepaid expenses and other current assets | 24 | |||
Other current assets | 60 | |||
Total assets acquired | 581 | |||
Total liabilities assumed | (11) | |||
Total intangible assets subject to amortization | 93 | |||
Total net assets acquired | 570 | |||
Note Payable | 70 | |||
Preferred shares issued | 500 | |||
Total consideration paid | $ 570 |
Recent Business Acquisitions _2
Recent Business Acquisitions - Schedule of Estimated Useful Lives of Acquired Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Customer Relationships [Member] | |
Estimated Useful Lives of Acquired Intangible Assets | 10 years |
Trademarks [Member] | |
Estimated Useful Lives of Acquired Intangible Assets | 10 years |
Technology [Member] | |
Estimated Useful Lives of Acquired Intangible Assets | 3 years |
Recent Business Acquisitions _3
Recent Business Acquisitions - Schedule of Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss attributable common shareholders | $ (16,152) | $ (9,402) |
As Reported [Member] | ||
Revenues, net | 54,891 | 33,030 |
Net loss attributable common shareholders | (16,490) | (9,334) |
Pro Forma [Member] | ||
Revenues, net | 119,207 | 129,393 |
Net loss attributable common shareholders | $ (17,406) | $ (13,931) |
Accounts Receivable - Trade (De
Accounts Receivable - Trade (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
write off accounts receivable | $ 86 | $ 90 |
Accounts Receivable - Trade - S
Accounts Receivable - Trade - Schedule of Accounts Receivable - Trade (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable - trade | $ 21,769 | $ 4,522 |
Allowance for doubtful accounts | (473) | (358) |
Allowance for sales returns and volume rebates | (426) | (499) |
Accounts receivable - trade, net of allowances | $ 20,869 | $ 3,665 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Inventories write off | $ 74 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 20,997 | $ 3,239 |
Spare parts | 265 | 273 |
Reserve for inventory obsolescence | (349) | (193) |
Inventories, net | $ 20,913 | $ 3,319 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid expenses and other current assets | $ 6,161 | $ 1,766 |
Prepayments to Vendors [Member] | ||
Prepaid expenses and other current assets | 5,727 | 1,389 |
Prepaid Licenses and Other [Member] | ||
Prepaid expenses and other current assets | 339 | 367 |
Unbilled Revenue [Member] | ||
Prepaid expenses and other current assets | $ 95 | $ 9 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 45 | $ 23 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, at cost | $ 694 | $ 295 |
Accumulated depreciation | (132) | (87) |
Property and equipment, net of accumulated depreciation | 562 | 207 |
Building [Member] | ||
Property and equipment, at cost | 200 | 200 |
Building Improvements [Member] | ||
Property and equipment, at cost | 9 | 9 |
Leasehold Improvements [Member] | ||
Property and equipment, at cost | 172 | 3 |
Office Equipment [Member] | ||
Property and equipment, at cost | 232 | 40 |
Other Equipment [Member] | ||
Property and equipment, at cost | $ 81 | $ 42 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2,500 | $ 900 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets, at cost | $ 60,392 | $ 8,294 |
Accumulated amortization | (5,235) | (2,735) |
Intangible assets, net of accumulated amortization | 55,157 | 5,559 |
Goodwill | 22,742 | 4,724 |
Mimio [Member] | ||
Goodwill | 45 | 45 |
Sahara [Member] | ||
Goodwill | 17,990 | |
STEM [Member] | ||
Goodwill | 29 | |
Boxlight [Member] | ||
Goodwill | 4,137 | 4,137 |
EOS [Member] | ||
Goodwill | 78 | 78 |
Qwizdom, Inc [Member] | ||
Goodwill | $ 463 | 463 |
Patents [Member] | ||
Weighted Average Useful lives | 4 years | |
Intangible assets, at cost | $ 182 | 82 |
Customer Relationships [Member] | ||
Weighted Average Useful lives | 9 years | |
Intangible assets, at cost | $ 46,614 | 4,009 |
Technology [Member] | ||
Weighted Average Useful lives | 5 years | |
Intangible assets, at cost | $ 3,900 | 272 |
Domain [Member] | ||
Weighted Average Useful lives | 5 years | |
Intangible assets, at cost | $ 14 | 14 |
Trademarks [Member] | ||
Weighted Average Useful lives | 8 years | |
Intangible assets, at cost | $ 9,682 | $ 3,918 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2020 | Sep. 21, 2020 | Jul. 28, 2020 | Jun. 24, 2020 | Jun. 22, 2020 | Jun. 08, 2020 | May 22, 2020 | Apr. 17, 2020 | Feb. 04, 2020 | Dec. 13, 2019 | Mar. 22, 2019 | Mar. 12, 2019 | Jun. 22, 2018 | Aug. 15, 2017 | Jan. 16, 2015 | May 21, 2014 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of common stock issued, value | $ 43,524 | |||||||||||||||||
Interest expenses | 2,815 | $ 1,794 | ||||||||||||||||
Proceeds from loan | 1,009 | |||||||||||||||||
Proceeds from financing | 25 | |||||||||||||||||
Qwizdom, Inc [Member] | ||||||||||||||||||
Debt interest rate percentage | 8.00% | |||||||||||||||||
Debt instrument principal amount | $ 656 | |||||||||||||||||
Percentage for shareholders | 100.00% | |||||||||||||||||
Long term note payable | $ 656 | |||||||||||||||||
Steve Barker [Member] | ||||||||||||||||||
Debt instrument principal amount | 18 | |||||||||||||||||
Shares issued for purchase of MRI net assets | 200,000 | |||||||||||||||||
Notes issued | $ 70 | |||||||||||||||||
Mark Elliott [Member] | ||||||||||||||||||
Debt interest rate percentage | 10.00% | |||||||||||||||||
Debt instrument principal amount | 23,500 | |||||||||||||||||
Debt instrument conversion price | $ 6.28 | |||||||||||||||||
Debt conversion percentage | 20.00% | |||||||||||||||||
Notes payable | $ 50 | |||||||||||||||||
Lind [Member] | ||||||||||||||||||
Debt instrument principal amount | 21,080 | 4,200 | ||||||||||||||||
Accrued interest | 18 | 5 | ||||||||||||||||
Notes payable | 13,590 | 13,590 | ||||||||||||||||
Lind [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Debt instrument principal amount | 2,900 | |||||||||||||||||
Accrued interest | 163 | |||||||||||||||||
Sallyport Commercial Finance, LLC [Member] | ||||||||||||||||||
Debt instrument principal amount | 4,500 | 1,552 | ||||||||||||||||
Accrued interest | 0 | 0 | ||||||||||||||||
Interest expenses | $ 594 | 757 | ||||||||||||||||
STEM Education Holdings [Member] | ||||||||||||||||||
Installment payments, description | Acquisition of STEM included a note payable in the of $350 thousand purchase note payable. The note was payable in four equal installments of $87.5 thousand on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. Further, acknowledging the ongoing COVID-19 pandemic, and as per Letter Agreement the parties acknowledged that potential adjustments may be made to the installment payments due on July 31, 2020 and October 31, 2020 in the event the actual gross revenue of MyStemKits is materially below budget. Accordingly, and as agreed between Boxlight and the STEM sellers the note payable has since been adjusted to $175 thousand. | |||||||||||||||||
Notes payable | $ 350 | |||||||||||||||||
Qwizdom, Inc [Member] | ||||||||||||||||||
Debt instrument principal amount | 382 | |||||||||||||||||
Accrued interest | $ 7 | |||||||||||||||||
Quarterly payment description | The principal and accrued interest of the 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 million. | |||||||||||||||||
Qwizdom, Inc [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Debt instrument principal amount | $ 119 | |||||||||||||||||
Accrued interest | 0 | |||||||||||||||||
Proceeds from financing | $ 10,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt instrument principal amount | 2,000 | |||||||||||||||||
Accrued interest | 219 | |||||||||||||||||
Securities Purchase Agreement [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Number of common stock issued, value | $ 60 | |||||||||||||||||
Legal fees | 15 | |||||||||||||||||
Securities Purchase Agreement [Member] | 2020 Note [Member] | ||||||||||||||||||
Convertible note payable | $ 22,000 | $ 825 | ||||||||||||||||
Debt interest rate percentage | 4.00% | 8.00% | ||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Macro Fund, LP [Member] | ||||||||||||||||||
Number of common stock issued, value | $ 20,000 | $ 750 | ||||||||||||||||
Debt description | (1) a $22.0 million convertible promissory note, payable at an 4% interest rate, compounded monthly, (2) 310,399 shares of restricted Class A common stock valued at $500 thousand, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended September 21, 2020, and (3) a commitment fee of $400 thousand. | |||||||||||||||||
Debt commitment fee | $ 400 | $ 26 | ||||||||||||||||
Debt maturity description | The Note matures over 24 months, with repayment to commence on November 22, 2020, after which time the Company will be obligated to make monthly payments of $1.0 million, plus interest | The Note matures over 24 months, with repayment that commenced on August 4, 2020, after which time the Company is obligated to make monthly payments of $45.833 thousand plus interest. | ||||||||||||||||
Repayment of principal amount | $ 1,000 | $ 46 | ||||||||||||||||
Legal fees | $ 20 | |||||||||||||||||
Debt maturity period | 24 months | 24 months | ||||||||||||||||
Securities Purchase Agreement [Member] | Lind [Member] | ||||||||||||||||||
Convertible note payable | $ 1,375 | |||||||||||||||||
Debt instrument principal amount | $ 4,400 | |||||||||||||||||
Working capital financing amount | $ 11,250 | $ 4,000 | ||||||||||||||||
Debt weighted average interest rate | 8.00% | |||||||||||||||||
Debt maturity period | 24 months | 24 months | ||||||||||||||||
Debt instrument conversion price | $ 2.50 | |||||||||||||||||
Debt conversion percentage | 50.00% | |||||||||||||||||
Securities Purchase Agreement [Member] | Lind [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Number of common stock issued | 310,339 | 44,557 | ||||||||||||||||
Payment of closing fee | $ 500 | $ 60 | ||||||||||||||||
Debt instrument principal amount | 153 | |||||||||||||||||
Accrued interest | 65 | |||||||||||||||||
Debt instrument conversion price | $ 4 | |||||||||||||||||
Debt conversion percentage | 100.00% | |||||||||||||||||
Securities Purchase Agreement [Member] | Lind [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||||||||||||||||
Debt conversion price per share increase | 5 | $ 8 | ||||||||||||||||
Securities Purchase Agreement [Member] | Lind [Member] | Class A Common Stock [Member] | Maximum [Member] | ||||||||||||||||||
Debt conversion price per share increase | $ 6.25 | $ 12 | ||||||||||||||||
Underwriting Agreement [Member] | Maxim Group, LLC [Member] | ||||||||||||||||||
Debt description | The Company entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group, LLC, a Delaware limited liability company ("Maxim"), pursuant to which Maxim, as representative of the underwriters, agreed to underwrite the public offering (the "Offering") of up to 15,000,00 shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), at a public offering price of $2.00 per share, in addition to an overallotment option (the "Overallotment Option") of 2,250,000 shares of Common Stock. The Offering closed on July 31, 2020, with the sale of all 17,250,000 shares of the Company's Common Stock, including the Overallotment Option, for gross proceeds of $34,500,000. Maxim acted as sole book-running manager, National Securities Corporation acted as a co-manager for the Offering, and A.G.P./Alliance Global Partners ("A.G.P.") acted as financial advisor. As compensation for underwriting the Offering, the underwriters received an underwriting discount of 7%, equaling approximately $2,415,000, in addition to $60,000 in expenses. A.G.P."s compensation was paid out of the underwriting discount. | |||||||||||||||||
Shares, price per share | $ 2 | |||||||||||||||||
Number of common stock issued | 15,000 | |||||||||||||||||
Underwriting Agreement [Member] | Everest Display Display, Inc [Member] | ||||||||||||||||||
Debt forgiveness | $ 1,000 | |||||||||||||||||
Underwriting Agreement [Member] | Maxim Group, LLC [Member] | ||||||||||||||||||
Debt description | In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 2,000,000 shares of Class A common stock at the public offering price less discounts and commissions (the "June Over-Allotment Option"). The June Over-Allotment Option was exercised in full on June 24, 2020, for additional proceeds of $1,500,000, through the sale of an additional 1,999,667 shares of Class A common stock. Maxim acted as sole-bookrunner and National acted as co-manager for the Offering. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, totaled $11.5 million. As compensation for underwriting the Offering, Maxim and National together received an underwriting discount of 7% of the Offering and the Over-Allotment Option and were reimbursed for up to $85,000 in underwriting expenses. | |||||||||||||||||
Shares, price per share | $ 0.75 | |||||||||||||||||
Number of common stock issued | 1,999,667 | 13,333,333 | ||||||||||||||||
Gross proceeds from issuance of stock | $ 11,500 | |||||||||||||||||
Underwriting discounts and offering expenses | 85 | |||||||||||||||||
Debt issuance costs | 11,500 | |||||||||||||||||
Proceeds from financing | $ 1,500,000 | $ 10,000 | ||||||||||||||||
Third Securities Purchase Agreement [Member] | Lind [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Debt instrument principal amount | 183 | |||||||||||||||||
Accrued interest | 52 | |||||||||||||||||
Sale and Purchase Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | ||||||||||||||||||
Purchase of eligible accounts receivable percentage | 85.00% | |||||||||||||||||
Minimum monthly sales volume | $ 1,250 | |||||||||||||||||
Line of credit maximum borrowing capacity | 6,000 | |||||||||||||||||
Auditor fee | $ 1 | |||||||||||||||||
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% | |||||||||||||||||
Asset Based Lending Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | ||||||||||||||||||
Purchase of eligible accounts receivable percentage | 90.00% | |||||||||||||||||
Minimum monthly sales volume | $ 1,250 | |||||||||||||||||
Line of credit maximum borrowing capacity | 8,000 | |||||||||||||||||
Auditor fee | $ 1 | |||||||||||||||||
Asset Based Lending Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | Floor Rate [Member] | ||||||||||||||||||
Accrued interest rate percentage | 3.25% | |||||||||||||||||
Asset Based Lending Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | Maximum [Member] | Prime Rate [Member] | ||||||||||||||||||
Accrued interest rate percentage | 3.50% | |||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||
Debt interest rate percentage | 1.00% | |||||||||||||||||
Debt maturity description | The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company is using the proceeds for purposes consistent with the PPP. | |||||||||||||||||
Debt instrument principal amount | 1,090 | |||||||||||||||||
Accrued interest | $ 6 | |||||||||||||||||
Debt forgiveness | $ 837 | |||||||||||||||||
Proceeds from loan | $ 1,000 | |||||||||||||||||
Line of Credit Agreement [Member] | Logical Choice Corporation [Member] | ||||||||||||||||||
Line of credit maximum borrowing capacity | $ 500 | |||||||||||||||||
Accrued interest rate percentage | 10.00% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Total debt | $ 26,780 | $ 6,214 |
Third Parties [Member] | ||
Total debt - third parties | 26,780 | 6,349 |
Less: Discount and issuance cost - Lind Global | 2,132 | 612 |
Current portion of debt - third parties | 16,817 | 4,536 |
Long-term debt - third parties | 7,831 | 1,201 |
Third Parties [Member] | Paycheck Protection Program [Member] | ||
Total debt - third parties | 1,008 | |
Third Parties [Member] | Note Payable - Lind Global [Member] | ||
Total debt - third parties | 21,085 | 4,797 |
Third Parties [Member] | Accounts Receivable Financing - Sallyport Commercial [Member] | ||
Total debt - third parties | 4,512 | 1,552 |
Third Parties [Member] | Note Payable - STEM Education Holdings [Member] | ||
Total debt - third parties | 175 | |
Related Parties [Member] | ||
Total debt - third parties | 477 | |
Current portion of debt - third parties | 368 | |
Long-term debt - third parties | 108 | |
Related Parties [Member] | Note payable - Qwizdom (Darin & Silvia Beamish) [Member] | ||
Total debt - third parties | 382 | |
Related Parties [Member] | Note payable -Steve Barker [Member] | ||
Total debt - third parties | 17 | |
Related Parties [Member] | Note payable - Logical Choice Corporation - Delaware [Member] | ||
Total debt - third parties | 54 | |
Related Parties [Member] | Note payable - Mark Elliott [Member] | ||
Total debt - third parties | $ 24 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt Principle Repayments (Details) - Note Payable [Member] $ in Thousands | Dec. 31, 2020USD ($) |
2021 | $ 18,735 |
2022 | 8,045 |
2023 | |
2024 | |
2025 | |
Total | $ 26,780 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Derivative Liabilities (Details) | 12 Months Ended | ||
Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | ||
Common stock issuable upon exercise of warrants | shares | 295 | 295 | |
Market Value of Common Stock on Measurement Date [Member] | |||
Derivative liability, measurement input, per shares | $ 1.53 | $ 1.11 | |
Exercise Price [Member] | |||
Derivative liability, measurement input, per shares | $ 0.42 | $ 1.20 | |
Risk free Interest Rate [Member] | |||
Derivative liability, measurement input, percentage | [1] | 0.13 | 1.58 |
Expected Life in Years [Member] | |||
Derivative liability, measurement input term | 1 year | 2 years | |
Expected Volatility [Member] | |||
Derivative liability, measurement input, percentage | [2] | 160.03 | 86.66 |
Expected Dividend Yields [Member] | |||
Derivative liability, measurement input, percentage | [3] | 0 | 0 |
[1] | The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. | ||
[2] | The historical trading volatility 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 ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 147 | $ 326 |
Initial valuation of derivative liabilities upon issuance of warrants | 66 | |
Change in fair value of derivative liabilities | 216 | (245) |
Derivative liabilities, Ending balance | $ 363 | $ 147 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating loss carry forward | $ 29,500 | $ 19,600 | |
Operating loss carry forward indefinitely | 15,800 | ||
Change in valuation allowance | 1,000 | ||
Proceeds from loans | 1,009 | ||
Net deferred tax liability | 7,903 | ||
Payroll Protection Program [Member] | |||
Proceeds from loans | $ 1,200 | ||
Debt forgiveness | $ 800 | ||
Domestic Tax Authority [Member] | |||
Cumulative net operating losses carried forward | 23,000 | 19,800 | |
Foreign Tax Authority [Member] | |||
Cumulative net operating losses carried forward | 2,900 | $ 2,700 | |
Expire Between 2029 and 2037 [Member] | |||
Operating loss carry forward | $ 10,600 |
Income Taxes - Schedule of Pret
Income Taxes - Schedule of Pretax Income Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss before incomes taxes | $ (16,973) | $ (9,402) |
United States [Member] | ||
Net loss before incomes taxes | (12,269) | (9,502) |
United Kingdom [Member] | ||
Net loss before incomes taxes | (4,683) | 100 |
Other Foreign Jurisdictions [Member] | ||
Net loss before incomes taxes | $ (213) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Component of Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | ||
Current: State | ||
Current: Foreign | 645 | |
Current Income Tax Expense (Benefit) | 645 | |
Deferred: Federal | ||
Deferred: State | ||
Deferred: Foreign | (1,477) | |
Deferred Income Tax Expense (Benefit) | (1,477) | |
Income Tax Expense (Benefit) | $ (832) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at the statutory rate | $ (3,565) | $ (1,975) |
Foreign tax rate differential | 99 | |
Loss on debt settlement | 650 | |
Non-deductible expenses | 212 | 386 |
Other book-tax differences | (1) | |
Prior period true ups - temporary differences | 525 | |
Rate changes and differentials | 61 | (23) |
Change in valuation allowance | 1,197 | 1,613 |
Provision for income taxes | $ (832) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Fixed assets | $ 62 | $ 14 |
Allowance for bad debts | 281 | 197 |
Inventory | 82 | 59 |
Accrued expenses | 54 | |
Deferred revenue | 2,190 | |
Stock compensation | 300 | |
Others | 127 | 17 |
Interest Expense Limitation | 955 | 640 |
Net operating loss carry-forwards | 7,361 | 5,646 |
Deferred tax assets (liabilities) | 11,358 | 6,627 |
Valuation allowance | (7,959) | (6,627) |
Deferred tax assets | 3,399 | |
Intangible assets | (10,759) | |
Accrued expenses | (404) | |
Prepaid expenses | (139) | |
Deferred tax liabilities | 7,902 | |
Net deferred tax liabilities | $ (7,903) |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 25, 2020 | Sep. 24, 2020 | Jul. 31, 2020 | Jun. 24, 2020 | Jun. 11, 2020 | Apr. 17, 2020 | Oct. 22, 2019 | Aug. 06, 2019 | Mar. 14, 2019 | Mar. 12, 2019 | Mar. 12, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 07, 2019 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Number of common stock issued, value | $ 43,524 | |||||||||||||||
Beneficial conversion feature | $ 400 | |||||||||||||||
Net proceeds from issuance of stock | 42,718 | |||||||||||||||
Gain from settlements of liabilities | $ (1,363) | $ 118 | ||||||||||||||
Vesting period | 4 years | |||||||||||||||
Options exercised during period | 3,751 | |||||||||||||||
Stock Options [Member] | ||||||||||||||||
Options exercised during period | 3,751 | |||||||||||||||
Stemify [Member] | ||||||||||||||||
Number of common stock issued, value | $ 100 | |||||||||||||||
Number of common stock issued | 142,857 | |||||||||||||||
Share price per share | $ 0.70 | |||||||||||||||
Modern Robotics, Inc [Member] | Asset Purchases Agreement [Member] | ||||||||||||||||
Number of common stock issued | 200,000 | |||||||||||||||
Share price per share | $ 2.50 | $ 2.50 | ||||||||||||||
Harbor Gates Capital [Member] | ||||||||||||||||
Number of common stock issued, value | $ 500 | |||||||||||||||
Number of common stock issued | 133,750 | |||||||||||||||
Share price per share | $ 2.86 | |||||||||||||||
Vert Capital [Member] | ||||||||||||||||
Converted shares | 82,028 | |||||||||||||||
Number of common stock issued | 130,721 | |||||||||||||||
Convertible Debt [Member] | Lind [Member] | ||||||||||||||||
Number of common stock issued | 36,000 | |||||||||||||||
Share price per share | $ 2.09 | |||||||||||||||
Sahara Presentation Systems PLC [Member] | ||||||||||||||||
Total consideration paid | $ 79,780 | |||||||||||||||
Board of Directors [Member] | ||||||||||||||||
Preferred stock, shares authorized | 46,842,530 | |||||||||||||||
Michael Pope [Member] | ||||||||||||||||
Number of restricted common shares issued | 186,484 | |||||||||||||||
Vesting period | 1 year | |||||||||||||||
Executive [Member] | ||||||||||||||||
Number of common stock issued | 122,916 | |||||||||||||||
Share price per share | $ 2.40 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Preferred voting shares | 250,000 shares of non-voting | |||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||
Number of shares issued for acquisition | ||||||||||||||||
Number of common stock issued, value | ||||||||||||||||
Number of common stock issued | ||||||||||||||||
Number of restricted common shares issued | ||||||||||||||||
Series A Preferred Stock [Member] | Genesis [Member] | ||||||||||||||||
Number of shares issued for acquisition | 250,000 | |||||||||||||||
Converted shares | 398,406 | |||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Preferred voting shares | 1,586,620 shares of voting | |||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||
Series B Preferred Stock | Sahara Presentation Systems PLC [Member] | ||||||||||||||||
Number of shares issued for acquisition | 1,586,620 | 1,586,620 | ||||||||||||||
Stated and liquidation value | $ 10 | |||||||||||||||
Dividend rate percentage | 8.00% | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Preferred voting shares | 1,320,850 shares of voting | |||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||
Series C Preferred Stock [Member] | Sahara Presentation Systems PLC [Member] | ||||||||||||||||
Number of shares issued for acquisition | 1,320,850 | 1,320,850 | ||||||||||||||
Stated and liquidation value | $ 10 | |||||||||||||||
Dividend rate percentage | 8.00% | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Converted shares | 82,028 | |||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||
Converted shares | 130,721 | |||||||||||||||
Number of common stock issued | 17,250,000 | |||||||||||||||
Share price per share | $ 2 | |||||||||||||||
Gross proceeds from issuance of stock | $ 34,500 | |||||||||||||||
Net proceeds from issuance of stock | 32,000 | |||||||||||||||
Underwriting discounts and offering expenses | $ 2,500 | |||||||||||||||
Class A Common Stock [Member] | Sahara Presentation Systems PLC [Member] | ||||||||||||||||
Conversion of stock, conversion price | $ 1.66 | |||||||||||||||
Conversion of stock, description | Either (i) at the option of the holder at any time after January 1, 2024 or (ii) automatically upon the Company's Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). The Series C Preferred Stock has a stated and liquidation value of $10.00 per share and is convertible into the Company's Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026 or (ii) automatically upon the Company's Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). To the extent not previously converted into the Company's Class A common stock, the outstanding shares of Series B Preferred Stock shall be redeemable at the option of the Holders at any time or from time to time commencing on January 1, 2024, upon thirty (30) days prior written notice to the Holders, for a redemption price, payable in cash, equal to sum of (a) Ten ($10.00) multiplied by the number of shares of Series B Preferred Stock being redeemed (the "Redeemed Shares"), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. The Series C Preferred Stock is also subject to redemption on the same terms commencing January 1, 2026. | |||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Number of common stock issued, value | $ 16,500 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Number of common stock issued, value | 12,400 | |||||||||||||||
Series B & C Preferred Stock [Member] | ||||||||||||||||
Number of common stock issued, value | $ 28,900 | |||||||||||||||
Class A Voting Common Stock [Member] | ||||||||||||||||
Common stock voting right | 200,000,000 shares of Class A voting common stock | |||||||||||||||
Class B Non Voting Common Stock [Member] | ||||||||||||||||
Common stock voting right | 50,000,000 shares of Class B non-voting common stock | |||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||
Number of shares issued for acquisition | 200,000 | |||||||||||||||
Common stock, shares issued | 53,343,518 | 53,343,518 | 11,698,697 | |||||||||||||
Common stock, shares outstanding | 53,343,518 | 53,343,518 | 11,698,697 | |||||||||||||
Number of shares issued for service | 7,111 | 21,704 | ||||||||||||||
Number of shares issued for service, value | $ 8 | $ 48 | ||||||||||||||
Class A Common Stock [Member] | Lind [Member] | ||||||||||||||||
Gain from settlements of liabilities | $ (3,100) | $ (100) | ||||||||||||||
Class A Common Stock [Member] | Notes Payable [Member] | Lind [Member] | ||||||||||||||||
Debt converted into shares | 6,200,000 | 700,000 | ||||||||||||||
Debt converted into shares, value | $ 6,500 | $ 1,100 | ||||||||||||||
Class A Common Stock [Member] | Convertible Debt [Member] | Lind [Member] | ||||||||||||||||
Debt converted into shares | 310,000 | 141,000 | ||||||||||||||
Debt converted into shares, value | $ 500 | $ 293 | ||||||||||||||
Class A Common Stock [Member] | Accounts Payable [Member] | Everest Display, Inc [Member] | ||||||||||||||||
Debt converted into shares | 2,200,000 | |||||||||||||||
Debt converted into shares, value | $ 1,300 | |||||||||||||||
Accounts Payable | 3,000 | |||||||||||||||
Gain from settlements of liabilities | $ 1,700 | |||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||
Common stock, shares outstanding | ||||||||||||||||
Number of common stock issued | 1,999,667 | 13,333,333 | ||||||||||||||
Share price per share | $ 0.75 | $ 0.75 | ||||||||||||||
Gross proceeds from issuance of stock | $ 11,500 | |||||||||||||||
Net proceeds from issuance of stock | 10,600 | |||||||||||||||
Underwriting discounts and offering expenses | $ 906 |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 11, 2020 | Nov. 23, 2020 | Oct. 19, 2020 | Oct. 02, 2020 | Sep. 25, 2020 | Sep. 18, 2020 | Sep. 17, 2020 | Jun. 30, 2020 | Apr. 20, 2020 | Apr. 15, 2020 | Mar. 20, 2020 | Jan. 13, 2020 | Jan. 02, 2020 | Oct. 15, 2019 | Oct. 02, 2019 | Sep. 17, 2019 | Aug. 06, 2019 | Jun. 22, 2019 | Mar. 12, 2019 | Jan. 02, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 27, 2020 | Dec. 13, 2020 | Dec. 03, 2020 | Nov. 13, 2020 | Oct. 22, 2020 | Mar. 22, 2020 | Mar. 14, 2020 | Mar. 12, 2020 |
Number of shares reserved for future issuance | 6,390,438 | ||||||||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||||||||||||||
Options intrinsic value | $ 270 | $ 400 | |||||||||||||||||||||||||||||
Number of stock options issued during period | 2,956,000 | 802,882 | |||||||||||||||||||||||||||||
Option exercise price per share | $ 0.76 | $ 1.84 | |||||||||||||||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||||||||||||||||
Unrecognized compensation expense | $ 5,800 | ||||||||||||||||||||||||||||||
Compensation expense | $ 1,800 | ||||||||||||||||||||||||||||||
Dynamic Capital LLC [Member] | |||||||||||||||||||||||||||||||
Warrants purchased to common stock | 36,337 | 10,413 | 29,172 | 24,892 | 25,398 | 10,765 | 20,063 | 30,000 | |||||||||||||||||||||||
Dynamic Capital LLC [Member] | Previously Issued warrants deemed Expired [Member] | |||||||||||||||||||||||||||||||
Warrants purchased to common stock | 1,021,159 | ||||||||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||
Discount rate | 0.23% | 1.51% | |||||||||||||||||||||||||||||
Expected life | 3 years | 3 years | |||||||||||||||||||||||||||||
Expected volatility | 136.00% | 69.00% | |||||||||||||||||||||||||||||
Minimum [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||
Discount rate | 1.55% | ||||||||||||||||||||||||||||||
Expected life | 18 days | ||||||||||||||||||||||||||||||
Expected volatility | 54.00% | ||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||
Discount rate | 1.61% | 2.47% | |||||||||||||||||||||||||||||
Expected life | 4 years | 6 years | |||||||||||||||||||||||||||||
Expected volatility | 148.00% | 70.00% | |||||||||||||||||||||||||||||
Maximum [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||
Discount rate | 2.52% | ||||||||||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||||||||||
Expected volatility | 120.00% | ||||||||||||||||||||||||||||||
Michael Pope [Member] | |||||||||||||||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||||||||||||||
Michael Pope [Member] | Restricted Stock Units [Member] | |||||||||||||||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 186,484 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 76 | ||||||||||||||||||||||||||||||
New Board Members [Member] | Restricted Stock Units [Member] | |||||||||||||||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 108,696 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 100 | ||||||||||||||||||||||||||||||
New Employee [Member] | Restricted Stock Units [Member] | |||||||||||||||||||||||||||||||
Option vested years | 4 years | 4 years | |||||||||||||||||||||||||||||
Number of stock options issued during period | 18,634 | 34,483 | |||||||||||||||||||||||||||||
Fair value of stock options | $ 30 | $ 50 | |||||||||||||||||||||||||||||
New Employee [Member] | Restricted Stock Units [Member] | |||||||||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 20,000 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 37 | ||||||||||||||||||||||||||||||
New Employee [Member] | Sahara Presentation Systems PLC [Member] | Restricted Stock Units [Member] | |||||||||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 2,725,400 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 4,500 | ||||||||||||||||||||||||||||||
Stock Options [Member] | |||||||||||||||||||||||||||||||
Option vested years | 4 years | 4 years | 4 years | 4 years | 4 years | 1 year | 1 year | ||||||||||||||||||||||||
Option expiration term | 10 years | 10 years | 10 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||
Number of stock options issued during period | 10,000 | 10,000 | 16,000 | 20,000 | 2,550,000 | 50,000 | 300,000 | 300,000 | |||||||||||||||||||||||
Option exercise price per share | $ 1.95 | $ 1.45 | $ 1.46 | $ 0.67 | $ 0.70 | $ 1.20 | $ 1.15 | $ 1.30 | |||||||||||||||||||||||
Fair value of stock options | $ 14 | $ 13 | $ 20 | $ 11 | $ 1,500 | $ 67 | $ 264 | $ 186 | |||||||||||||||||||||||
Stock Options [Member] | EOS [Member] | |||||||||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||||||||
Option expiration term | 10 years | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 32,000 | ||||||||||||||||||||||||||||||
Option exercise price per share | $ 2.09 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 42 | ||||||||||||||||||||||||||||||
Stock Options [Member] | President [Member] | |||||||||||||||||||||||||||||||
Number of stock options issued during period | 100,000 | 100,000 | |||||||||||||||||||||||||||||
Stock Options [Member] | Chairman [Member] | |||||||||||||||||||||||||||||||
Number of stock options issued during period | 100,000 | ||||||||||||||||||||||||||||||
Stock Options [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||
Number of stock options issued during period | 100,000 | 100,000 | |||||||||||||||||||||||||||||
Stock Options [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||||||||
Number of stock options issued during period | 100,000 | ||||||||||||||||||||||||||||||
Stock Options [Member] | Chief Operating Officer [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 | ||||||||||||||||||||||||||||||
Stock Options [Member] | Qwizdom [Member] | |||||||||||||||||||||||||||||||
Option expiration term | 10 years | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 60,000 | ||||||||||||||||||||||||||||||
Option exercise price per share | $ 2.85 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 107 | ||||||||||||||||||||||||||||||
Stock Options [Member] | Directors [Member] | |||||||||||||||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 131,250 | ||||||||||||||||||||||||||||||
Option exercise price per share | $ 2.40 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 146 | ||||||||||||||||||||||||||||||
Stock Options [Member] | Employees [Member] | |||||||||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 207,000 | ||||||||||||||||||||||||||||||
Option exercise price per share | $ 1.84 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 201 | ||||||||||||||||||||||||||||||
Stock Options [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 52,632 | ||||||||||||||||||||||||||||||
Option exercise price per share | $ 1.9 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 47 | ||||||||||||||||||||||||||||||
Directors Officers Key Employees Consultants [Member] | |||||||||||||||||||||||||||||||
Share based compensation stock option available for grant | 2,690,438 | ||||||||||||||||||||||||||||||
Directors, Officers and Employees [Member] | Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||
Share based compensation stock option available for grant | 3,700,000 | ||||||||||||||||||||||||||||||
Ryan Legudi [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||||||||||||||
Number of stock options issued during period | 20,000 | ||||||||||||||||||||||||||||||
Option exercise price per share | $ 0.70 | ||||||||||||||||||||||||||||||
Fair value of stock options | $ 11 |
Stock Compensation - Schedule o
Stock Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Units, Outstanding, Beginning balance | 2,384,688 | 1,718,024 |
Number of Units, Granted | 2,956,000 | 802,882 |
Number of Units, Exercised | (3,751) | |
Number of Units, Cancelled | (486,153) | (136,218) |
Number of Units, Outstanding, Ending balance | 4,850,784 | 2,384,688 |
Number of Units, Exercisable | 2,712,087 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 3.35 | $ 4.18 |
Weighted Average Exercise Price, Granted | 0.76 | 1.84 |
Weighted Average Exercise Price, Exercised | 0.70 | |
Weighted Average Exercise Price, Cancelled | 3.58 | 4.86 |
Weighted Average Exercise Price, Outstanding, Ending | 1.76 | $ 3.35 |
Weighted Average Exercise Price, Exercisable | $ 2.29 | |
Weighted Average Remaining Contractual Terms (in Years), Outstanding Beginning | 4 years 1 month 24 days | 4 years 7 months 21 days |
Weighted Average Remaining Contractual Terms (in Years), Outstanding Ending | 3 years 6 months 3 days | 4 years 1 month 24 days |
Weighted Average Remaining Contractual Terms (in Years), Exercisable | 2 years 10 months 25 days |
Stock Compensation - Schedule_2
Stock Compensation - Schedule of RSU Activities (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Units, Outstanding, December 31, 2019 | shares | |
Number of Units, Granted | shares | 3,093,697 |
Number of Units, Vested | shares | (372,350) |
Number of Units, Outstanding, December 30, 2020 | shares | 2,721,347 |
Weighted Average Grant Date Fair Value, Outstanding, December 31, 2019 | $ / shares | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.56 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 1.06 |
Weighted Average Grant Date Fair Value, Outstanding, September 30, 2020 | $ / shares | $ 1.62 |
Stock Compensation - Schedule_3
Stock Compensation - Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Units, Outstanding, Beginning Balance | 350,000 | 1,184,121 |
Number of Units, Granted | 20,000 | 187,038 |
Number of Units, Cancelled | (5,000) | (1,021,159) |
Number of Units, Outstanding, Ending Balance | 365,000 | 350,000 |
Number of Units, Exercisable | 348,750 | |
Weighted Average Exercise Price, Beginning Balance | $ 2.20 | $ 1.90 |
Weighted Average Exercise Price, Granted | 0.70 | 1.50 |
Weighted Average Exercise Price, Cancelled | 4.76 | 1.25 |
Weighted Average Exercise Price, Ending Balance | 1.44 | $ 2.20 |
Weighted Average Exercise Price, Exercisable | $ 1.48 | |
Weighted Average Remaining Contractual Term (in years), Beginning Balance | 2 years 1 month 9 days | 1 year 7 months 17 days |
Weighted Average Remaining Contractual Term (in years), Ending Balance | 1 year 3 months 8 days | 2 years 1 month 9 days |
Weighted Average Remaining Contractual Term (in years), Exercisable | 1 year 1 month 9 days |
Stock Compensation - Schedule_4
Stock Compensation - Schedule of Stock Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total stock compensation expense | $ 1,628 | $ 1,138 |
Warrants [Member] | ||
Total stock compensation expense | 2 | 295 |
Stock Options [Member] | ||
Total stock compensation expense | 1,205 | 778 |
Restricted Stock Units [Member] | ||
Total stock compensation expense | 421 | |
Class A Common Stock Grants [Member] | ||
Total stock compensation expense | $ 65 |
Other Related Party Transacti_2
Other Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | May 07, 2019 | Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Percentage of annual management fee payable in cash | 0.375% | |||||
Revenues | $ 250 | $ 54,891 | $ 33,030 | |||
Everest Display, Inc [Member] | ||||||
Accounts payable | 36 | 51 | ||||
Payments to acquire products | 339 | 900 | ||||
Proceeds from sale | $ 2,000 | 5,500 | ||||
Management Agreement [Member] | ||||||
Percentage of annual management fee payable in cash | 1.125% | 1.125% | ||||
Annual fee for future | $ 100 | $ 750 | $ 750 | |||
Accounts payable | $ 0 | $ 426 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory | $ 20,913 | $ 3,319 |
Purchase Commitment [Member] | ||
Inventory | $ 13,200 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 1,705 |
2022 | 1,353 |
2023 | 1,127 |
Net Minimum Lease Payments | $ 4,185 |
Customer and Supplier Concent_3
Customer and Supplier Concentration (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
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 ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue [Member] | Customer One [Member] | ||
Concentration risk percentage | 13.00% | 14.00% |
Revenue [Member] | Customer Two [Member] | ||
Concentration risk percentage | 9.00% | 13.00% |
Revenue [Member] | Customer Three [Member] | ||
Concentration risk percentage | 5.00% | 12.00% |
Accounts Receivable [Member] | Customer One [Member] | ||
Accounts receivable | $ 3,536 | $ 184 |
Accounts Receivable [Member] | Customer Two [Member] | ||
Accounts receivable | 2,598 | 604 |
Accounts Receivable [Member] | Customer Three [Member] | ||
Accounts receivable | $ 94 | $ 235 |
Purchases [Member] | Vendor One [Member] | ||
Concentration risk percentage | 35.00% | 49.00% |
Purchases [Member] | Vendor Two [Member] | ||
Concentration risk percentage | 13.00% | 4.00% |
Purchases [Member] | Vendor Three [Member] | ||
Concentration risk percentage | 11.00% | 4.00% |
Accounts Payable [Member] | Vendor One [Member] | ||
Accounts payable (prepayment) | $ 5,749 | $ 1,107 |
Accounts Payable [Member] | Vendor Two [Member] | ||
Accounts payable (prepayment) | 2,013 | 5,038 |
Accounts Payable [Member] | Vendor Three [Member] | ||
Accounts payable (prepayment) | $ (22) | $ 7 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 24, 2021 | Mar. 23, 2021 | Mar. 20, 2021 | Feb. 24, 2021 | Jan. 29, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Vesting period | 4 years | |||||||
Aggregate value | $ 270 | $ 400 | ||||||
Gain on settlement of liabilities, net | $ (1,363) | $ 118 | ||||||
Michael Pope [Member] | ||||||||
Vesting period | 1 year | |||||||
Subsequent Event [Member] | Director [Member] | Restricted Stock Units [Member] | ||||||||
Shares issued | 131,000 | |||||||
Value of shares issued | $ 373 | |||||||
Subsequent Event [Member] | Interactive Concepts [Member] | ||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||
Consideration amount | $ 3,300 | |||||||
Employment Agreement [Member] | Subsequent Event [Member] | Michael Pope [Member] | Restricted Stock Units [Member] | ||||||||
Debt, description | On March 20, 2021, in accordance with the terms of his employment agreement, Michael Pope, our Chairman and Chief Executive Officer, received 875 thousand restricted common shares, an amount equal to 1.0% of the outstanding Class A Common Stock on a fully diluted basis. The shares will vest in substantially equal installments over a period of 12 months. The shares were values at $2.82 per share, for a total aggregate value of $2.5 million. The shares will vest in substantially equal installments over a period of 12 months. | |||||||
Number of share granted | 875,000 | |||||||
Vesting period | 12 months | |||||||
Price per share | $ 2.82 | |||||||
Aggregate value | $ 2,500 | |||||||
Sahara [Member] | Share Redemption and Conversion Agreement [Member] | Series B & C Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Ownership Percentage | 96.00% | |||||||
Debt, description | Under the terms of the agreement, we agreed to redeem and purchase from such preferred stockholders on or before June 30, 2021 all of the shares of Series B preferred stock for £11.5 million (or approximately $15.9 million) being the stated or liquidation value of the Series B preferred stock plus (b) accrued dividends from January 1, 2021 to the date of purchase. | |||||||
Shares, redeem and purchase amount | $ 15,900 | |||||||
Sahara [Member] | Share Redemption and Conversion Agreement [Member] | Series B & C Preferred Stock [Member] | Subsequent Event [Member] | EUR [Member] | ||||||||
Shares, redeem and purchase amount | $ 11,500 | |||||||
Sahara [Member] | Share Redemption and Conversion Agreement [Member] | Series C Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Ownership Percentage | 96.00% | |||||||
Converted shares | 7,600,000 | |||||||
Sahara [Member] | Share Redemption and Conversion Agreement [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Conversion of stock, conversion price | $ 1.66 | |||||||
Conversion and redemption, expiry date | Jun. 30, 2021 | |||||||
Amgaic Holographics Inc [Member] | Subsequent Event [Member] | ||||||||
Debt conversion original debt amount | $ 2,000 | |||||||
Debt conversion shares issued upon conversion | 793,000 | |||||||
Debt conversion value of shares issued upon conversion | $ 1,600 | |||||||
Gain on settlement of liabilities, net | $ 400 |