Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 21, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | IFON | |
Entity Registrant Name | INFOSONICS CORP | |
Entity Central Index Key | 1,274,032 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,287,286 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net sales | $ 5,324 | $ 2,810 |
Cost of sales | 4,190 | 2,689 |
Gross profit | 1,134 | 121 |
Selling, general and administrative expenses | 3,653 | 645 |
Operating loss | (2,519) | (524) |
Other expense: | ||
Interest, net | (247) | (129) |
Loss before provision for income taxes | (2,766) | (653) |
Net loss | $ (2,766) | $ (653) |
Net loss per share (basic and diluted) | $ (2.91) | $ (1.13) |
Basic and diluted weighted-average number of common shares outstanding | 950 | 576 |
Comprehensive loss: | ||
Net loss | $ (2,766) | $ (653) |
Foreign currency translation adjustments | (132) | |
Comprehensive loss | $ (2,898) | $ (653) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 869 | $ 346 |
Restricted cash | 1,010 | 1,008 |
Trade accounts receivable, net of allowance for doubtful accounts of $625 and $18, respectively | 5,712 | 8,495 |
Other accounts receivable | 4,148 | 3,361 |
Inventory | 4,862 | 1,631 |
Prepaid assets | 1,364 | 11 |
Total current assets | 17,965 | 14,852 |
Property and equipment, net | 459 | 391 |
Intangibles, net | 1,072 | 1,135 |
Goodwill | 9,279 | 5,936 |
Other assets | 188 | 138 |
Total assets | 28,963 | 22,452 |
Current liabilities: | ||
Accounts payable | 6,962 | 10,841 |
Accrued expenses | 4,535 | 1,276 |
Notes payable to related parties | 3,318 | 441 |
Notes payable | 10,707 | 3,374 |
Total current liabilities | 25,522 | 15,932 |
Long-term liabilities | ||
Notes payable to related parties | 3,315 | |
Notes payable | 742 | 5,540 |
Total long-term liabilities | 742 | 8,855 |
Total liabilities | 26,264 | 24,787 |
Commitments and Contingencies (Note 16) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized; 764 shares issued and outstanding as of March 31, 2018; no shares issued and outstanding as of December 31, 2017. | ||
Common stock, $0.001 par value, 150,000 shares authorized; 1,962 and 576 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | 3 | 1 |
Additional paid-in capital common stock | 15,509 | 7,578 |
Accumulated other comprehensive loss | (261) | (128) |
Accumulated deficit | (12,552) | (9,786) |
Total stockholders’ equity | 2,699 | (2,335) |
Total liabilities and stockholders’ equity | $ 28,963 | $ 22,452 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 625 | $ 18 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 764,000 | 0 |
Preferred stock, shares outstanding | 764,000 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 1,962,000 | 576,000 |
Common stock, shares outstanding | 1,962,000 | 576,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (2,766,000) | $ (653,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 113,000 | 15,000 |
Accretion of debt discount | (24,000) | 0 |
Provision for obsolete inventory | (293,000) | |
Provision for (recovery of) bad debts | 7,000 | (18,000) |
(Increase) decrease in: | ||
Trade accounts receivable | 5,474,000 | 2,500,000 |
Accounts receivable related parties | (85,000) | |
Other accounts receivable | 966,000 | |
Inventory | 277,000 | (136,000) |
Prepaid assets | 108,000 | |
Other assets | (22,000) | |
(Decrease) increase in: | ||
Accounts payable | (6,650,000) | (2,969,000) |
Accrued expenses | 885,000 | 493,000 |
Net cash used in operating activities | (1,925,000) | (853,000) |
Cash flows from (used in) investing activities: | ||
Purchase of property and equipment | (60,000) | (2,000) |
Purchase of intangible assets | (2,000) | |
Increase in restricted cash | (2,000) | |
Reverse merger with Cooltech, net of cash acquired | 1,263,000 | |
Net cash provided by (used in) investing activities | 1,201,000 | (4,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 1,379,000 | 341,000 |
Non-controlling interest in subsidiary | 4,000 | |
Net cash provided by financing activities | 1,379,000 | 345,000 |
Effect of exchange rate changes on cash | (132,000) | |
Net decrease in cash and cash equivalents | 523,000 | (512,000) |
Cash and cash equivalents, beginning of period | 346,000 | 736,000 |
Cash and cash equivalents, end of period | 869,000 | 224,000 |
Cash paid for interest | $ 19,000 | $ 22,000 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1. Basis of Presentation The accompanying unaudited consolidated financial statements and these condensed notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results are likely to differ from those estimates, but management does not believe such differences will materially affect the financial position or results of operations of InfoSonics Corporation (the “Company”), although they may. These unaudited consolidated financial statements and condensed notes should be read in conjunction with the financial statements and notes as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K for such year. On March 12, 2018, pursuant to an Agreement and Plan of Merger (as amended “Merger Agreement”) by and among the Company, Cooltech Holding Corp. (“Cooltech”), and the Company’s wholly-owned subsidiary, InfoSonics Acquisition Sub, Inc. (“Merger Sub”), Cooltech merged with and into Merger Sub (the “Merger”), with Cooltech surviving as a wholly-owned subsidiary of InfoSonics. As discussed in Note 19, because of the change of control that resulted from the Merger, it was treated as a reverse merger with Cooltech deemed to be acquiring InfoSonics for accounting purposes. Therefore, the Company’s historical financial statements prior to the Merger reflect those of Cooltech, except for the legal capital of Cooltech which is retroactively adjusted to reflect the legal capital of InfoSonics. The Company’s consolidated financial statements include assets, liabilities and operating results of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, these unaudited consolidated financial statements reflect all normal recurring adjustments considered necessary to fairly present the Company’s results of operations, financial position and cash flows as of March 31, 2018 and for all periods presented. The results reported in these consolidated financial statements for the three months ended March 31, 2018 are not necessarily indicative of the operating results, financial condition or cash flows that may be expected for the full fiscal year of 2018 or for any future period. |
Going Concern Considerations
Going Concern Considerations | 3 Months Ended |
Mar. 31, 2018 | |
Going Concern Considerations [Abstract] | |
Going Concern Considerations | NOTE 2: Going Concern Considerations Effective January 1, 2017, the Company adopted the guidance issued by the FASB under ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following May 21, 2018, the date the Company’s financial statements were issued. Management considered the Company’s current financial condition and liquidity sources, including current funds and available working capital, forecasted future cash flows and the Company’s conditional and unconditional obligations due before May 21, 2019. Because the Company has sustained significant losses over the past year and has a substantial amount of debt that has matured and will mature in the coming year, management has substantial doubt that the Company could remain independent and continue as a going concern for the required period of time if it were not able to refinance or restructure its existing debt and raise additional capital to fund its working capital needs. These consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stock-Based Compensation | NOTE 3. Stock-Based Compensation The Company has two stock-based compensation plans: the 2006 Equity Incentive Plan (“2006 Plan”) and the 2015 Equity Incentive Plan (“2015 Plan”), both of which were approved by our stockholders. As of March 31, 2018, options to purchase 25,000 and 9,000 shares were outstanding under the 2006 Plan and the 2015 Plan, respectively, and a total of 52,000 shares were available for grant under the 2015 Plan. No options are available for grant under the 2006 Plan. The Company’s stock options vest on an annual or a monthly basis. Stock options generally are exercisable for up to seven years after grant, subject to continued employment or service. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Such amount may change as a result of additional grants, forfeitures, modifications in assumptions and other factors. Income tax effects of share-based payments are recognized in the financial statements for those awards which will normally result in tax deductions under existing tax law. During the three months ended March 31, 2018 and 2017, the Company recorded no compensation expense related to options previously granted. Under current U.S. federal tax law, the Company receives a compensation expense deduction related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial statement recognition of compensation expense for non-qualified stock options creates a deductible temporary difference that results in a deferred tax asset and a corresponding deferred tax benefit in our consolidated statements of operations. During the three months ended March 31, 2018 and 2017, the Company did not grant any stock options. As of March 31, 2018, because all outstanding stock options were fully vested, there was no unrecognized compensation expense. As of March 31, 2018, a total of 34,000 fully-vested stock options were outstanding with a weighted average exercise price of $27.20 per share and a weighted average remaining contractual life of 3.27 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 4. Earnings Per Share Basic earnings per share are computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similarly to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential additional common shares that were dilutive had been issued. Common share equivalents are excluded from the computation if their effect is anti-dilutive. The Company’s common share equivalents consist of stock options. Common shares from the potential exercise of certain options are excluded from the computation of diluted earnings (loss) per share if their exercise prices are greater than the Company’s average stock price for the period. For the three-month periods ended March 31, 2018 and 2017, the number of such shares excluded was 34,000 and 43,000. There were no in-the-money options for the three-month periods ended March 31, 2018 and 2017 that were required to be excluded from the computation of net loss per share. All share and per share numbers in this report have been retroactively restated for the Company’s two reverse stock splits effected in October 2017 and March 2018. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 5. Income Taxes The Company made a comprehensive review of its portfolio of uncertain tax positions in accordance with applicable standards of the Financial Accounting Standards Board (“FASB”). In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. As a result of this review, the Company concluded that at this time there are no uncertain tax positions, and there has been no cumulative effect on retained deficit. The Company is subject to U.S. federal income tax as well as income tax in multiple states and foreign jurisdictions. For all major taxing jurisdictions, the tax years 2004 through 2016 remain open to examination or re-examination. As of March 31, 2018, the Company does not expect any material changes to unrecognized tax positions within the next twelve months. The Company recognizes the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the Company’s financial position or results of operations. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 6. Inventory Inventory is stated at the lower of cost (first-in, first-out) or market and consists primarily of cellular phones and cellular phone accessories. The Company records a reserve against inventories to account for obsolescence and possible price concessions required to liquidate inventories below cost. During the three months ended March 31, 2018, the inventory reserve balance was increased by $1,131,000 as a result of additional reserves taken as a consequence of the decision to discontinue the verykool ® March 31, 2018 (unaudited) December 31, 2017 (audited) Finished goods $ 6,029 $ 1,667 Inventory reserve (1,167 ) (36 ) Net inventory $ 4,862 $ 1,631 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 7. Property and Equipment Property and equipment are primarily located in the United States, Argentina and China and consisted of the following as of the dates presented (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Machinery and equipment $ 283 $ 51 Furniture and fixtures 367 220 Leasehold improvements 369 376 Subtotal 1,019 647 Less accumulated depreciation (560 ) (256 ) Total $ 459 $ 391 Depreciation expense for the three months ended March 31, 2018 and 2017 was $50,000 and $15,000, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 8. Goodwill and Other Intangible Assets Goodwill As of March 31, 2018, the balance of goodwill arising from the OneClick Acquisitions on October 1, 2017 described in Note 18 was as follows (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) OneClick International $ 4,511 $ 4,511 OneClick License 1,425 1,425 InfoSonics 3,343 — Total $ 9,279 $ 5,936 There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill subsequent to the Acquisitions. Definite-lived Intangible Assets The Company’s definite-lived intangible assets also arose from the OneClick Acquisitions on October 1, 2017. These assets and related accumulated amortization consisted of the following as of the dates presented (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) OneClick Tradename $ 938 $ 938 Covenant Not To Compete 258 258 Domain Name 2 2 Subtotal 1,198 1,198 Less accumulated amortization (126 ) (63 ) Total $ 1,072 $ 1,135 Amortization expense for the three months ended March 31, 2018 amounted to $63,000. There was no amortization expense in the prior year period. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | NOTE 9. Accrued Expenses As of March 31, 2018 and December 31, 2017, accrued expenses consisted of the following (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Accrued product costs $ 587 $ — Accrued coop advertising 39 — Accrued compensation (wages, benefits, severance, vacation) 1,721 497 Income taxes payable 1 — Customer deposits and overpayments 1,184 13 Accrued interest 450 247 Other accruals 553 519 Total $ 4,535 $ 1,276 |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Line of Credit | NOTE 10. Line of Credit In April 2016, the Company obtained a revolving credit facility of $500,000 to finance accounts receivable. The outstanding balances under the credit facility bore interest at the floating WSJ prime rate plus 1%, with a floor of 4.5%, payable monthly in arrears. In addition to other restrictive covenants, a first priority security interest lien on all assets of Cooltech Distribution, a subsidiary of the Company, was pledged to the lender, an international financial institution. This liability was guaranteed personally by two executive officers of the Company. At December 31, 2016, the amount drawn on the credit facility was $500,000. On October 31, 2017, the line was fully repaid and terminated and the lender released its security interest in the Company’s assets. |
Notes Payable to Related Partie
Notes Payable to Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable to Related Parties | NOTE 11. Notes Payable to Related Parties Notes payable to related parties consisted of the following as of the dates presented (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Class B promissory notes $ 200 $ 200 Class C promissory notes 667 667 0% promissory notes due 3/31/19 604 44 8% secured promissory notes due 3/31/19 — 1,050 8% promissory notes due 3/31/19 2,031 2,031 Total face amount 3,502 3,992 Less unamortized discount (184 ) (236 ) Total carrying value 3,318 3,756 Amount classified as current 3,318 441 Amount classified as long-term $ — $ 3,315 During 2016, the Company issued Class A, B, and C promissory notes. The Class A promissory notes in the amount of $748,000 were paid off in April 2017. The Class B promissory notes are non-interest bearing, and payable upon the closing of an initial public offering of the Company’s common stock (including any reverse merger or similar combination with a publicly traded company in conjunction with a financing transaction) (an “IPO”). The Class C promissory notes are non-interest bearing, and payable on the earlier of (i) the one-year anniversary of the closing of an IPO and (ii) the closing of a post-IPO financing transaction in which the Company receives gross proceeds of at least $10,000,000. The Class B promissory notes, which became due on March 12, 2018 upon the closing of the InfoSonics Merger with Cooltech described in Note 19, are now delinquent. The Class C promissory notes are due on March 12, 2019, one year from the closing of the InfoSonics Merger. Accretion of the discount for the three months ended March 31, 2018 amounted to $24,000. There was no accretion for the three months ended March 31, 2017. Discount rate yield-to-maturity expected maturity (years) probability of triggering repayment classified as current On December 22, 2016, the Company issued a $200,000 promissory note payable to a related party bearing interest of 8% per annum and maturing on the earlier of June 22, 2017 or the closing of a financing in which the Company receives gross proceeds of at least $2,000,000 (a “Qualified Financing”). The note is convertible at the issuance price upon a Qualified Financing, at the holder’s option, into securities sold in the Qualified Financing. In February 2018, this note was extended from its original maturity date to March 31, 2019. No other terms of the note were changed and the extension was treated as a modification of the note rather than an extinguishment. The 8% secured promissory notes were assumed in the October 2017 OneClick Acquisitions described in Note 18. The notes are secured by the assets of OneClick International and OneClick License pursuant to a security agreement. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 12. Notes Payable Notes payable consisted of the following as of the dates presented (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Class B promissory notes $ 100 $ 100 Class C promissory notes 333 333 10% promissory note due on demand 500 500 8% convertible promissory note due March 2019 450 250 8% secured promissory notes due July/August 2018 1,350 1,350 0% promissory notes due January and March 2018 — 715 0% promissory notes in default 261 261 0% promissory notes due March 2019 156 8% promissory notes in default — 200 12% promissory notes due May 2018 750 12% promissory notes due March 2019 495 0% convertible notes due January 2021 1,000 8% promissory notes due March 2019 1,776 1,776 8% secured promissory notes due March 2019 4,555 3,455 Total face amount 11,726 8,940 Unamortized discount (277 ) (26 ) Total carrying value 11,449 8,914 Amount classified as current 10,707 3,374 Amount classified as long-term $ 742 $ 5,540 In May 2015, the Company issued a promissory note for $500,000, with interest payable on the first of each month at a rate of 10% per annum, and a maturity date of April 30, 2016. This loan was amended on May 1, 2016 to be due on demand. On December 22, 2016, the Company issued a $250,000 note payable bearing interest of 8% per annum and maturing on the earlier of June 22, 2017 or the closing of a financing in which the Company receives gross proceeds of at least $2,000,000 (a “Qualified Financing”). The note is convertible at the issuance price upon a Qualified Financing, at the holder’s option, into securities sold in the Qualified Financing. In February 2018, this note was extended from its original maturity date to March 31, 2019. No other terms of the note were changed and the extension was treated as a modification of the note rather than an extinguishment. The 8% secured promissory notes were assumed in the October 2017 OneClick Acquisitions described in Note 18. The notes are secured by the assets of OneClick International and OneClick License pursuant to a security agreement. In January 2018, the Company issued an aggregate of $1,000,000 of 3-year 0% convertible notes and warrants. The notes are convertible into an aggregate of 570,287 shares of common stock of the Company and the warrants are exercisable for 570,287 shares of common stock of the Company at an exercise price of $9.15 per share. The Company value the debt and the warrants in accordance with ASC 470-20-25-2 using a binomial option pricing model for the warrants and a trinomial option pricing model for the conversion feature, which was determined to be a Beneficial Conversion Feature. The valuation assumed a 105% volatility rate of the Company’s common stock, a risk-free interest rate of 2.20% and a credit spread of 7.70%. The warrants were assigned a value of $127,000 and the conversion feature was assigned a value of $144,000. The remaining value of $729,000 was assigned to the debt. The aggregate discount of $271,000 is being amortized to interest expense over the 3-year life of the notes on a straight-line basis. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13. Related Party Transactions During the three months ended March 31, 2018 and 2017, the Company was engaged in non-arm’s length transactions, which were in the normal course of business and were measured at the exchange amount. Transactions included sales of products, purchases of inventory as well as general expenses, reimbursements and sales commissions incurred from related parties. The related parties involved in these transactions included the following: Nirvana Corp . - This entity is controlled by a family member of the CEO of the Company and conducts business as a reseller of consumer electronic products. Smash Technologies, LLC – This entity is controlled by a family member of the CEO of the Company and conducts business as a reseller of accessories. Stamax Corp. – This entity is a predecessor entity of OneClick License and prior to October 1, 2017 was controlled by certain members of management. OneClick License – Prior to October 1, 2017, this entity was controlled by certain members of management. It is now a wholly-owned subsidiary of the Company. Verablue Caribbean Group SRL – This entity controlled by certain members of management and is a retailer of consumer electronic products. There are no long-term arrangements with any of the related parties. Pricing and other material payment terms are determined on a case by case basis. The terms are not materially different than the terms being negotiated with unaffiliated third parties. Products and services sold by the Company to related parties were as follows for the periods presented (in thousands): For March 31, 2018 2017 Nirvana Corp $ — $ 215 Smash Technologies LLC — 18 Stamax Corp. — 36 Verablue Carribbean Group SRL 662 — OneClick License LLC — 812 Total $ 662 $ 1,081 Purchases from, or operating expenses paid to, related parties by the Company were as follows for the periods presented (in thousands): For March 31, 2018 2017 Stamax Corp. $ — $ 9 Nirvana Corp — 4 Smash Technologies LLC — 6 OneClick License — 656 Total $ — $ 675 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | NOTE 14. Recent Accounting Pronouncements Recently Adopted: In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) -Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the ASU (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period, including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). This standard was effective for the fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. As discussed in Note 2 above, the Company adopted this guidance effective January 1, 2017, and determined that as of March 31, 2018, there was substantial doubt that the Company could remain independent and continue as a going concern for the required period of time if it were not able to refinance or restructure its existing debt and raise additional capital to fund its working capital needs. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance requires that entities disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting revenue gross versus net),” which clarifies gross versus net revenue reporting when another party is involved in the transaction. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing,” which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients,” which provides narrow-scope improvements to the guidance on collectability, non-cash consideration, and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” which amended the guidance on performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The Company adopted this guidance effective January 1, 2018, which adoption did not have an impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on our Consolidated Combined Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for non-public business entities the fiscal year commencing after December 15, 2017. The Company adopted this guidance effective January 1, 2018, which adoption did not have an impact on the Company’s consolidated financial statements. Issued (Not adopted yet): In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. For the Company, ASU 2016-01 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the potential impact this standard may have on its consolidated financial statements and the timing of adoption. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use (“ROU”) asset for all leases. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. ASU 2016-02 is effective for annual and interim reporting periods within those years beginning after December 15, 2018 and early adoption is permitted. This update should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flow - Classification of Certain Cash Receipts and Cash Payments (Topic 230)” ("ASU 2016-15"), which addresses a few specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For the Company, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If the Company early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the potential impact this standard may have on its consolidated statement of cash flows and the timing of adoption. In May 2017, the FASB issued ASU No. 2017-09 2017-09 Other Accounting Standards Updates not effective until after March 31, 2018 are not expected to have a material effect on the Company’s financial position or results of operations. |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Geographic Information | NOTE 15. Geographic Information The Company currently operates in one business segment. Fixed assets are principally located in Company or third-party facilities in the United States, with immaterial amounts located in Argentina and Asia. The unaudited net sales by geographical area for the three months ended March 31, 2018 and 2017 were (in thousands): For March 31, 2018 2017 Central America $ 289 $ 381 South America 2,082 470 Mexico 568 — Caribbean 838 — EMEA — 295 Canada — 14 United States 1,547 1,650 Total $ 5,324 $ 2,810 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16. Commitments and Contingencies The Company has in the past and may in the future become involved in certain legal proceedings and claims which arise in the normal course of business. As of the filing date of this report, the Company did not have any significant litigation outstanding. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 17. Fair Value of Financial Instruments The FASB accounting guidance requires disclosure of fair value information about financial instruments, whether or not recognized in the accompanying consolidated balance sheets. Fair value as defined by the guidance is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value estimates of financial instruments are not necessarily indicative of the amounts we might pay or receive in actual market transactions. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The Company follows ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which established a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instruments categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s cash, cash equivalents are measured at fair value in the Company’s consolidated financial statements and are valued using unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs under ASC 820). The carrying amount of our accounts receivable, other trade accounts receivable, prepaid expenses, accounts payable, accrued expenses, notes payable to related parties and notes payable reported in the consolidated balance sheets approximates fair value because of the short maturity of those instruments. At March 31, 2018 and December 31, 2017, the Company did not have any material applicable nonrecurring measurements of nonfinancial assets and nonfinancial liabilities. |
Acquisition of OneClick
Acquisition of OneClick | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of OneClick | NOTE 18. Acquisition of OneClick Effective October 1, 2017, the Cooltech acquired all of the outstanding membership interests of OneClick International, LLC and OneClick License, LLC (collectively, “OneClick”) (the “OneClick Acquisitions”). OneClick is a consumer electronics retailer, specializing in commercializing Apple products and compatible brand accessories and providing professional technical support to Apple retail customers. Pursuant to non-exclusive authorized reseller, distributor and service provider agreements with Apple, Inc., OneClick is authorized to purchase, resell and service certain authorized Apple products to other Apple-authorized resellers, end-users and other purchasers not purchasing such products for resale within the United States and Argentina. In the acquisition of OneClick International, the Company issued promissory notes in the aggregate face amount of $2,996,000 ($2,812,000 net of debt discount) and assumed liabilities of $11,963,000. A preliminary purchase price allocation of the net assets acquired in the transaction is as follows: Cash $ 1,072 Accounts receivable and due from related parties 6,358 Inventory 1,648 Fixed assets 321 Intangibles 866 Goodwill 4,510 Accounts payable and due to related parties (6,530 ) Notes payable (5,433 ) Total $ 2,812 In the acquisition of OneClick License, the Company issued promissory notes in the aggregate face amount of $562,000 ($526,000 net of debt discount) and cancelled liabilities of the members to the Company in the aggregate amount of $796,000. A preliminary purchase price allocation of the net assets acquired in the transaction is as follows: Cash $ 45 Accounts receivable 277 Inventory 275 Fixed assets 44 Intangibles 330 Goodwill 1,425 Other assets 483 Accounts payable (756 ) Notes payable (798 ) Other liabilities (3 ) Total $ 1,322 |
Merger with Cooltech
Merger with Cooltech | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Merger with Cooltech | NOTE 19. Merger with Cooltech On July 25, 2017, the Company entered into an Agreement and Plan of Merger (as amended “Merger Agreement”) by and among the Company, Cooltech Holding Corp. (“Cooltech”), and the Company’s wholly-owned subsidiary, InfoSonics Acquisition Sub, Inc. (“Merger Sub”), pursuant to which Cooltech would merge with and into the Merger Sub (the “Merger”), with Cooltech surviving as a wholly-owned subsidiary of InfoSonics. After approval by the Company’s stockholders at a Special Meeting held on March 7, 2018, the Merger closed on March 12, 2018. The Merger involved a series of transactions and events as described below. On August 2, 2017, the Company sold 100,000 shares of common stock at $10.00 per share in a public offering and the concurrent private placement of warrants to purchase 100,000 shares of common stock at $12.10 per share to investors related to Cooltech. Proceeds from these offerings were used by the Company to pay expenses of the Merger. On August 3, 2017, the Company entered into a stock purchase agreement for the private placement of 175,000 shares of common stock at a purchase price of $10.00 per share and warrants to purchase 175,000 shares of common stock at $12.10 per share (the “Private Placement”) to investors related to Cooltech. The aggregate purchase price of $1,750,000 was placed into escrow and closing of the offering was contingent upon approval of such transaction by the Company’s stockholders. On October 10, 2017, the Company effected a one-for-five reverse stock split of its common stock in order to regain compliance with the minimum bid price rule of Nasdaq. On October 25, 2017, Nasdaq notified the Company that it had regained compliance. The original Merger Agreement contemplated that the Merger consideration would be 2,500,000 shares of the Company’s common stock. However, in late December 2017 it was determined that Cooltech would be unable to obtain the audited financial statements required by the SEC for an entity that it had acquired in October 2017. The entity, Unitron del Caribe S.A. (“Unitron”), is a company operating OneClick stores in the Dominican Republic. Consequently, it was determined that the acquisition would be unwound and the Merger Agreement was amended to reduce the merger consideration by 25%, or 625,000 shares, to 1,875,000 shares. On January 5, 2018, Cooltech and a third-party seller (the “Seller”) entered into a settlement agreement to unwind the transaction pursuant to which Cooltech agreed to return to the Seller the assets of Unitron on an as-is where-is basis (the “Unitron Assets”), and the Seller agreed to return an aggregate sum of $4,568,000. Concurrently, Cooltech entered into an option agreement (the “Option Agreement”) pursuant to which it was granted the sole, exclusive and irrevocable right and option to acquire the Unitron Assets (the “Option”). The Option is exercisable during the period of time beginning March 12, 2018, the effective date of the Merger, and ending on January 5, 2019 (the “Option Period”), unless sooner terminated or extended in accordance with the terms of the Agreement. Upon exercise of the Option, and in consideration for receipt of the Unitron Assets, Cooltech shall pay an aggregate sum of $4,568,000, subject to adjustment as set forth therein, in the form of cancellation of certain indebtedness owed to Cooltech by the grantor of the Option and assumption of certain liabilities of Unitron. Also, shareholders of Cooltech shall receive an aggregate of 625,000 shares of InfoSonics common stock (including securities convertible into common stock), provided all necessary approvals as set forth in the Merger Agreement have been obtained. On January 19, 2018, the Company sold $1 million of three-year 0% convertible notes and warrants to investors related to Cooltech. The notes are convertible into an aggregate of 114,285 shares of common stock and the warrants are exercisable for 114,285 shares of common stock at an exercise price of $9.15 per share. The warrants are exercisable commencing July 19, 2018 and have a term of exercise equal to three years. Proceeds from these sales were used by the Company to pay expenses of the Merger and for general corporate purposes. On March 9, 2018, the Company effected a second one-for-five reverse stock split of its common stock in order to achieve the $4.00 Nasdaq minimum bid price required for an initial listing necessitated by the change of control caused by the Merger. On March 12, 2018, both the Private Placement and the Merger closed. The Company issued 175,000 common shares and warrants contemplated by the Private Placement and an aggregate of 1,875,000 shares of its common and preferred stock for all of the outstanding capital stock of Cooltech. Although InfoSonics is the legal acquiror of Cooltech in the Merger, for accounting purposes, Cooltech is considered to be acquiring InfoSonics. Cooltech was determined to be the “accounting acquirer” because after the Merger and above described related transactions: (i) stockholders related to Cooltech own 2,150,000 shares of InfoSonics common stock plus warrants on approximately 389,000 additional shares, which together gives them approximately 82% of the common shares of the Company on a fully-diluted basis, (ii) Cooltech directors now hold a majority of board seats in the combined organization and (iii) Cooltech management hold all key executive management positions in the Company. Consequently, in accordance with the provisions of Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”), the Merger has been accounted for as a reverse acquisition using the acquisition method of accounting. Because the Merger involves only the exchange of equity and Cooltech is a private company whose value was difficult to measure, the fair value of the equity of InfoSonics immediately before the Merger is used to measure consideration transferred because it has a quoted market price. The closing market price per share of the Company’s stock on March 12, 2018, the date of the Merger closing, was $8.15. Using this price, the total fair value of the Merger consideration amounts to approximately $7.9 million. This amount is comprised of three elements: (1) $5.5 million representing the value of the 675,656 outstanding shares of InfoSonics common stock at $8.15/share; (2) the $1.75 million value of the Private Placement, and (3) $676,000 representing the value of outstanding stock warrants and options. A breakdown of the net assets acquired in the transaction is as follows (in thousands): Cash $ 1,266 Private placement proceeds 1,750 Accounts receivable 2,692 Inventory 3,190 Prepaid assets 1,454 Fixed assets 58 Goodwill 3,372 Other assets 28 Accounts payable (2,746 ) Accrued expenses (2,396 ) Long-term convertible debt (735 ) Total $ 7,933 |
Recent Accounting Pronounceme25
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Adopted | Recently Adopted: In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) -Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the ASU (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period, including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). This standard was effective for the fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. As discussed in Note 2 above, the Company adopted this guidance effective January 1, 2017, and determined that as of March 31, 2018, there was substantial doubt that the Company could remain independent and continue as a going concern for the required period of time if it were not able to refinance or restructure its existing debt and raise additional capital to fund its working capital needs. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance requires that entities disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting revenue gross versus net),” which clarifies gross versus net revenue reporting when another party is involved in the transaction. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing,” which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients,” which provides narrow-scope improvements to the guidance on collectability, non-cash consideration, and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” which amended the guidance on performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The Company adopted this guidance effective January 1, 2018, which adoption did not have an impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on our Consolidated Combined Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for non-public business entities the fiscal year commencing after December 15, 2017. The Company adopted this guidance effective January 1, 2018, which adoption did not have an impact on the Company’s consolidated financial statements. |
Issued (Not adopted yet) | Issued (Not adopted yet): In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. For the Company, ASU 2016-01 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the potential impact this standard may have on its consolidated financial statements and the timing of adoption. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use (“ROU”) asset for all leases. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. ASU 2016-02 is effective for annual and interim reporting periods within those years beginning after December 15, 2018 and early adoption is permitted. This update should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flow - Classification of Certain Cash Receipts and Cash Payments (Topic 230)” ("ASU 2016-15"), which addresses a few specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For the Company, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If the Company early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the potential impact this standard may have on its consolidated statement of cash flows and the timing of adoption. In May 2017, the FASB issued ASU No. 2017-09 2017-09 Other Accounting Standards Updates not effective until after March 31, 2018 are not expected to have a material effect on the Company’s financial position or results of operations. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Finished goods $ 6,029 $ 1,667 Inventory reserve (1,167 ) (36 ) Net inventory $ 4,862 $ 1,631 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment are primarily located in the United States, Argentina and China and consisted of the following as of the dates presented (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Machinery and equipment $ 283 $ 51 Furniture and fixtures 367 220 Leasehold improvements 369 376 Subtotal 1,019 647 Less accumulated depreciation (560 ) (256 ) Total $ 459 $ 391 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Balance Arising from OneClick Acquisitions | As of March 31, 2018, the balance of goodwill arising from the OneClick Acquisitions on October 1, 2017 described in Note 18 was as follows (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) OneClick International $ 4,511 $ 4,511 OneClick License 1,425 1,425 InfoSonics 3,343 — Total $ 9,279 $ 5,936 |
Summary of Definite-Lived Intangible Assets Arose From OneClick Acquisitions | The Company’s definite-lived intangible assets also arose from the OneClick Acquisitions on October 1, 2017. These assets and related accumulated amortization consisted of the following as of the dates presented (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) OneClick Tradename $ 938 $ 938 Covenant Not To Compete 258 258 Domain Name 2 2 Subtotal 1,198 1,198 Less accumulated amortization (126 ) (63 ) Total $ 1,072 $ 1,135 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | As of March 31, 2018 and December 31, 2017, accrued expenses consisted of the following (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Accrued product costs $ 587 $ — Accrued coop advertising 39 — Accrued compensation (wages, benefits, severance, vacation) 1,721 497 Income taxes payable 1 — Customer deposits and overpayments 1,184 13 Accrued interest 450 247 Other accruals 553 519 Total $ 4,535 $ 1,276 |
Notes Payable to Related Part30
Notes Payable to Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Related Parties | Notes payable to related parties consisted of the following as of the dates presented (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Class B promissory notes $ 200 $ 200 Class C promissory notes 667 667 0% promissory notes due 3/31/19 604 44 8% secured promissory notes due 3/31/19 — 1,050 8% promissory notes due 3/31/19 2,031 2,031 Total face amount 3,502 3,992 Less unamortized discount (184 ) (236 ) Total carrying value 3,318 3,756 Amount classified as current 3,318 441 Amount classified as long-term $ — $ 3,315 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following as of the dates presented (in thousands): March 31, 2018 (unaudited) December 31, 2017 (audited) Class B promissory notes $ 100 $ 100 Class C promissory notes 333 333 10% promissory note due on demand 500 500 8% convertible promissory note due March 2019 450 250 8% secured promissory notes due July/August 2018 1,350 1,350 0% promissory notes due January and March 2018 — 715 0% promissory notes in default 261 261 0% promissory notes due March 2019 156 8% promissory notes in default — 200 12% promissory notes due May 2018 750 12% promissory notes due March 2019 495 0% convertible notes due January 2021 1,000 8% promissory notes due March 2019 1,776 1,776 8% secured promissory notes due March 2019 4,555 3,455 Total face amount 11,726 8,940 Unamortized discount (277 ) (26 ) Total carrying value 11,449 8,914 Amount classified as current 10,707 3,374 Amount classified as long-term $ 742 $ 5,540 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Products and Services Sold and Purchases from, or Operating Expenses Paid to Related Parties | Products and services sold by the Company to related parties were as follows for the periods presented (in thousands): For March 31, 2018 2017 Nirvana Corp $ — $ 215 Smash Technologies LLC — 18 Stamax Corp. — 36 Verablue Carribbean Group SRL 662 — OneClick License LLC — 812 Total $ 662 $ 1,081 Purchases from, or operating expenses paid to, related parties by the Company were as follows for the periods presented (in thousands): For March 31, 2018 2017 Stamax Corp. $ — $ 9 Nirvana Corp — 4 Smash Technologies LLC — 6 OneClick License — 656 Total $ — $ 675 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Sales by Geographical Area | The unaudited net sales by geographical area for the three months ended March 31, 2018 and 2017 were (in thousands): For March 31, 2018 2017 Central America $ 289 $ 381 South America 2,082 470 Mexico 568 — Caribbean 838 — EMEA — 295 Canada — 14 United States 1,547 1,650 Total $ 5,324 $ 2,810 |
Acquisition of OneClick (Tables
Acquisition of OneClick (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
OneClick International, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Price Allocation of Net Assets Acquired in Transaction | A preliminary purchase price allocation of the net assets acquired in the transaction is as follows: Cash $ 1,072 Accounts receivable and due from related parties 6,358 Inventory 1,648 Fixed assets 321 Intangibles 866 Goodwill 4,510 Accounts payable and due to related parties (6,530 ) Notes payable (5,433 ) Total $ 2,812 |
OneClick License, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Price Allocation of Net Assets Acquired in Transaction | A preliminary purchase price allocation of the net assets acquired in the transaction is as follows: Cash $ 45 Accounts receivable 277 Inventory 275 Fixed assets 44 Intangibles 330 Goodwill 1,425 Other assets 483 Accounts payable (756 ) Notes payable (798 ) Other liabilities (3 ) Total $ 1,322 |
Merger with Cooltech (Tables)
Merger with Cooltech (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Cooltech Holding Corp. ("Cooltech") [Member] | |
Summary of Preliminary Purchase Price Allocation of Net Assets Acquired in Transaction | A breakdown of the net assets acquired in the transaction is as follows (in thousands): Cash $ 1,266 Private placement proceeds 1,750 Accounts receivable 2,692 Inventory 3,190 Prepaid assets 1,454 Fixed assets 58 Goodwill 3,372 Other assets 28 Accounts payable (2,746 ) Accrued expenses (2,396 ) Long-term convertible debt (735 ) Total $ 7,933 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2018USD ($)Plan$ / sharesshares | Mar. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of equity incentive plans | Plan | 2 | |
Compensation expense related to options granted under equity incentive plan | $ | $ 0 | $ 0 |
Stock options granted under equity incentive plans | 0 | 0 |
Unrecognized compensation expense related to non-vested stock options | $ | $ 0 | |
Fully-vested stock options outstanding, number of shares | 34,000 | |
Fully-vested stock options outstanding, weighted average exercise price | $ / shares | $ 27.20 | |
Fully-vested stock options outstanding, weighted average remaining contractual life | 3 years 3 months 7 days | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option exercisable period | 7 years | |
2006 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding under equity incentive plans | 25,000 | |
Common stock available for future issuance | 0 | |
2015 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding under equity incentive plans | 9,000 | |
Common stock available for future issuance | 52,000 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2018Stock_Splitshares | Mar. 31, 2017shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 34,000 | 43,000 |
Number of reverse stock splits | Stock_Split | 2 | |
In The Money Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 0 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Income Tax Contingency [Line Items] | |
Cumulative effect on retained deficit | $ 0 |
Unrecognized tax benefits | $ 0 |
Earliest Tax Year [Member] | |
Income Tax Contingency [Line Items] | |
Open tax year | 2,004 |
Latest Tax Year [Member] | |
Income Tax Contingency [Line Items] | |
Open tax year | 2,016 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Inventory [Line Items] | ||
Inventory reserve | $ 1,167,000 | $ 36,000 |
Prepaid inventory balances included in prepaid assets | 358,000 | $ 0 |
Cooltech Holding Corp. ("Cooltech") [Member] | ||
Inventory [Line Items] | ||
Increase in inventory reserve related to discontinue of products | $ 1,131,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 6,029,000 | $ 1,667,000 |
Inventory reserve | (1,167,000) | (36,000) |
Net inventory | $ 4,862,000 | $ 1,631,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,019 | $ 647 |
Less accumulated depreciation | (560) | (256) |
Total | 459 | 391 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 283 | 51 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 367 | 220 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 369 | $ 376 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 50 | $ 15 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets - Summary of Goodwill Balance Arising from OneClick Acquisitions (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||
Total Goodwill | $ 9,279 | $ 5,936 |
OneClick International [Member] | ||
Goodwill [Line Items] | ||
Total Goodwill | 4,511 | 4,511 |
OneClick License [Member] | ||
Goodwill [Line Items] | ||
Total Goodwill | 1,425 | $ 1,425 |
InfoSonics [Member] | ||
Goodwill [Line Items] | ||
Total Goodwill | $ 3,343 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets - Summary of Definite-Lived Intangible Assets Arose From OneClick Acquisitions (Detail) - OneClick Acquisitions [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, gross | $ 1,198 | $ 1,198 |
Less accumulated amortization | (126) | (63) |
Total | 1,072 | 1,135 |
OneClick Tradename [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, gross | 938 | 938 |
Covenant Not To Compete [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, gross | 258 | 258 |
Domain Name [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, gross | $ 2 | $ 2 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 63,000 | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued product costs | $ 587 | |
Accrued coop advertising | 39 | |
Accrued compensation (wages, benefits, severance, vacation) | 1,721 | $ 497 |
Income taxes payable | 1 | |
Customer deposits and overpayments | 1,184 | 13 |
Accrued interest | 450 | 247 |
Other accruals | 553 | 519 |
Total | $ 4,535 | $ 1,276 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - Revolving Credit Facility [Member] - International Financial Institution [Member] | Oct. 31, 2017USD ($) | Apr. 30, 2016USD ($)ExecutiveOfficer | Mar. 31, 2018 | Dec. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | |||
Line of credit facility, interest rate description | The outstanding balances under the credit facility bore interest at the floating WSJ prime rate plus 1%, with a floor of 4.5%, payable monthly in arrears. | |||
Credit facility, interest floor rate | 4.50% | |||
Credit facility, frequency of interest payment | monthly | |||
Credit facility, covenant terms | In addition to other restrictive covenants, a first priority security interest lien on all assets of Cooltech Distribution, a subsidiary of the Company, was pledged to the lender, an international financial institution. | |||
Credit facility, number of executive officers guaranteed liability | ExecutiveOfficer | 2 | |||
Amount drawn on credit facility | $ 500,000 | |||
Repayment of credit facility | $ 500,000 | |||
Prime rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Credit facility interest rate | 1.00% |
Notes Payable to Related Part48
Notes Payable to Related Parties - Schedule of Notes Payable to Related Parties (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Notes Payable to Related Parties [Line Items] | ||
Total face amount | $ 11,726 | $ 8,940 |
Less unamortized discount | (277) | (26) |
Total carrying value | 3,318 | 3,756 |
Amount classified as current | 3,318 | 441 |
Amount classified as long-term | 3,315 | |
Class B Promissory Notes [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | 100 | 100 |
Class C Promissory Notes [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | 333 | 333 |
8% Secured Promissory Notes Due 3/31/19 [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | 4,555 | 3,455 |
Notes Payable to Related Parties [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | 3,502 | 3,992 |
Less unamortized discount | (184) | (236) |
Notes Payable to Related Parties [Member] | Class B Promissory Notes [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | 200 | 200 |
Notes Payable to Related Parties [Member] | Class C Promissory Notes [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | 667 | 667 |
Notes Payable to Related Parties [Member] | 0% Promissory Notes Due 3/31/19 [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | 604 | 44 |
Notes Payable to Related Parties [Member] | 8% Secured Promissory Notes Due 3/31/19 [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | 1,050 | |
Notes Payable to Related Parties [Member] | 8% Promissory Notes Due 3/31/19 [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Total face amount | $ 2,031 | $ 2,031 |
Notes Payable to Related Part49
Notes Payable to Related Parties - Schedule of Notes Payable to Related Parties (Parenthetical) (Detail) - Notes Payable to Related Parties [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
0% Promissory Notes Due 3/31/19 [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Notes payable, interest rate | 0.00% | 0.00% |
Notes payable, maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
8% Secured Promissory Notes Due 3/31/19 [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Notes payable, interest rate | 8.00% | 8.00% |
Notes payable, maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
8% Promissory Notes Due 3/31/19 [Member] | ||
Notes Payable to Related Parties [Line Items] | ||
Notes payable, interest rate | 8.00% | 8.00% |
Notes payable, maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
Notes Payable to Related Part50
Notes Payable to Related Parties - Additional Information (Detail) - USD ($) | Dec. 22, 2016 | Feb. 28, 2018 | Apr. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2017 |
Notes Payable to Related Parties [Line Items] | |||||||
Accretion of discount | $ 24,000 | $ 0 | |||||
Class A Promissory Notes [Member] | |||||||
Notes Payable to Related Parties [Line Items] | |||||||
Payment of related party debt | $ 748,000 | ||||||
Notes payable repayment month year | 2017-04 | ||||||
Class B Promissory Notes [Member] | |||||||
Notes Payable to Related Parties [Line Items] | |||||||
Notes payable payment terms | The Class B promissory notes are non-interest bearing, and payable upon the closing of an initial public offering of the Company’s common stock (including any reverse merger or similar combination with a publicly traded company in conjunction with a financing transaction) (an “IPO”). | ||||||
Notes payable, maturity date | Mar. 12, 2018 | ||||||
Class C Promissory Notes [Member] | |||||||
Notes Payable to Related Parties [Line Items] | |||||||
Notes payable payment terms | The Class C promissory notes are non-interest bearing, and payable on the earlier of (i) the one-year anniversary of the closing of an IPO and (ii) the closing of a post-IPO financing transaction in which the Company receives gross proceeds of at least $10,000,000. | ||||||
Period from closing of initial public offering to initiate debt redemption | 1 year | ||||||
Minimum gross proceeds from financing to initiate debt redemption | $ 10,000,000 | ||||||
Notes payable, maturity date | Mar. 12, 2019 | ||||||
8% Convertible Promissory Note [Member] | Notes Payable to Related Parties [Member] | |||||||
Notes Payable to Related Parties [Line Items] | |||||||
Notes payable, maturity date | Jun. 22, 2017 | ||||||
Notes payable, issued amount | $ 200,000 | ||||||
Notes payable, interest rate | 8.00% | ||||||
Minimum gross proceeds from qualified financing | $ 2,000,000 | ||||||
Debt instrument extended maturity date | Mar. 31, 2019 | ||||||
8% Secured Promissory Notes [Member] | OneClick Acquisitions [Member] | |||||||
Notes Payable to Related Parties [Line Items] | |||||||
Notes payable, interest rate | 8.00% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total face amount | $ 11,726 | $ 8,940 |
Less unamortized discount | (277) | (26) |
Total carrying value | 11,449 | 8,914 |
Amount classified as current | 10,707 | 3,374 |
Amount classified as long-term | 742 | 5,540 |
Class B Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 100 | 100 |
Class C Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 333 | 333 |
10% Promissory Note Due on Demand [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 500 | 500 |
8% Convertible Promissory Note Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 450 | 250 |
8% Secured Promissory Notes Due July/August 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 1,350 | 1,350 |
0% Promissory Notes Due January and March 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 715 | |
0% Promissory Notes In Default [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 261 | 261 |
0% Promissory Notes Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 156 | |
8% Promissory Notes In Default [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 200 | |
12% Promissory Notes Due May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 750 | |
12% Promissory Notes Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 495 | |
0% Convertible Notes Due January 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 1,000 | |
8% Promissory Notes Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | 1,776 | 1,776 |
8% Secured Promissory Notes Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total face amount | $ 4,555 | $ 3,455 |
Notes Payable - Schedule of N52
Notes Payable - Schedule of Notes Payable (Parenthetical) (Detail) - Notes Payable [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
10% Promissory Note Due on Demand [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 10.00% | 10.00% |
8% Convertible Promissory Note Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 8.00% | 8.00% |
Notes payable, maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
8% Secured Promissory Notes Due July/August 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 8.00% | 8.00% |
Notes payable, maturity date, description | July/August 2018 | July/August 2018 |
0% Promissory Notes Due January and March 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 0.00% | 0.00% |
Notes payable, maturity date, description | January and March 2018 | January and March 2018 |
0% Promissory Notes In Default [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 0.00% | 0.00% |
0% Promissory Notes Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 0.00% | 0.00% |
Notes payable, maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
8% Promissory Notes In Default [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 8.00% | 8.00% |
12% Promissory Notes Due May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 12.00% | 12.00% |
Notes payable, maturity date | May 31, 2018 | May 31, 2018 |
12% Promissory Notes Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 12.00% | 12.00% |
Notes payable, maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
0% Convertible Notes Due January 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 0.00% | 0.00% |
Notes payable, maturity date | Jan. 31, 2021 | Jan. 31, 2021 |
8% Promissory Notes Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 8.00% | 8.00% |
Notes payable, maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
8% Secured Promissory Notes Due March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, interest rate | 8.00% | 8.00% |
Notes payable, maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Jan. 31, 2018 | Dec. 22, 2016 | May 01, 2016 | Feb. 28, 2018 | May 31, 2015 | Mar. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2017 |
Debt Instrument [Line Items] | ||||||||
Convertible notes converted into shares of common stock | 570,287 | |||||||
Warrants exercisable into shares of common stock | 570,287 | |||||||
Exercise price of warrants, per share | $ 9.15 | |||||||
Debt value | $ 3,318,000 | $ 3,756,000 | ||||||
Amortization of debt discount | $ 271,000 | |||||||
Amortization period of interest expense | 3 years | |||||||
Convertible Notes and Warrants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable, interest rate | 0.00% | |||||||
Convertible notes amount | $ 1,000,000 | |||||||
Convertible notes term | 3 years | |||||||
Warrants value | $ 127,000 | |||||||
Conversion feature value | 144,000 | |||||||
Debt value | $ 729,000 | |||||||
Warrants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value assumption, expected volatility | 105.00% | |||||||
Fair value assumption, risk-free interest rates | 2.20% | |||||||
Fair value assumptions, credit spread | 7.70% | |||||||
10% Promissory Note [Member] | Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable, issued amount | $ 500,000 | |||||||
Notes payable, interest rate | 10.00% | |||||||
Notes payable, maturity date | Apr. 30, 2016 | |||||||
Notes payable amended date | May 1, 2016 | |||||||
8% Convertible Promissory Note [Member] | Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable, issued amount | $ 250,000 | |||||||
Notes payable, interest rate | 8.00% | |||||||
Notes payable, maturity date | Jun. 22, 2017 | |||||||
Minimum gross proceeds from qualified financing | $ 2,000,000 | |||||||
Notes payable, extended maturity date | Mar. 31, 2019 | |||||||
8% Secured Promissory Notes [Member] | OneClick Acquisitions [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable, interest rate | 8.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Products and Services Sold to Related Parties (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Products and services sold | $ 662 | $ 1,081 |
Nirvana Corp [Member] | ||
Related Party Transaction [Line Items] | ||
Products and services sold | 215 | |
Smash Technologies LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Products and services sold | 18 | |
Stamax Corp. [Member] | ||
Related Party Transaction [Line Items] | ||
Products and services sold | 36 | |
Verablue Carribbean Group SRL [Member] | ||
Related Party Transaction [Line Items] | ||
Products and services sold | $ 662 | |
OneClick License LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Products and services sold | $ 812 |
Related Party Transactions - 55
Related Party Transactions - Schedule of Purchases from or Operating Expenses Paid to Related Parties (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Purchases from, or operating expenses paid | $ 675 |
Stamax Corp. [Member] | |
Related Party Transaction [Line Items] | |
Purchases from, or operating expenses paid | 9 |
Nirvana Corp [Member] | |
Related Party Transaction [Line Items] | |
Purchases from, or operating expenses paid | 4 |
Smash Technologies LLC [Member] | |
Related Party Transaction [Line Items] | |
Purchases from, or operating expenses paid | 6 |
OneClick License [Member] | |
Related Party Transaction [Line Items] | |
Purchases from, or operating expenses paid | $ 656 |
Geographic Information - Additi
Geographic Information - Additional Information (Detail) | Mar. 31, 2018Segment |
Segment Reporting [Abstract] | |
Number of business segment operated currently | 1 |
Geographic Information - Schedu
Geographic Information - Schedule of Sales by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | $ 5,324 | $ 2,810 |
Central America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | 289 | 381 |
South America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | 2,082 | 470 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | 568 | |
Caribbean [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | 838 | |
EMEA [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | 295 | |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | $ 1,547 | 1,650 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | $ 14 |
Acquisition of OneClick - Addit
Acquisition of OneClick - Additional Information (Detail) - Cooltech Holding Corp. ("Cooltech") [Member] | Oct. 01, 2017USD ($) |
OneClick International, LLC [Member] | |
Business Acquisition [Line Items] | |
Promissory notes, aggregate face amount | $ 2,996,000 |
Promissory notes, aggregate face amount, net of debt discount | 2,812,000 |
Business combination, liabilities assumed | 11,963,000 |
OneClick License, LLC [Member] | |
Business Acquisition [Line Items] | |
Promissory notes, aggregate face amount | 562,000 |
Promissory notes, aggregate face amount, net of debt discount | 526,000 |
Business combination, liabilities cancelled | $ 796,000 |
Acquisition of OneClick - Summa
Acquisition of OneClick - Summary of Preliminary Purchase Price Allocation of Net Assets Acquired in Transaction (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Oct. 01, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 9,279,000 | $ 5,936,000 | |
Cooltech Holding Corp. ("Cooltech") [Member] | OneClick International, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,072 | ||
Accounts receivable and due from related parties | 6,358 | ||
Inventory | 1,648 | ||
Fixed assets | 321 | ||
Intangibles | 866 | ||
Goodwill | 4,510 | ||
Accounts payable and due to related parties | (6,530) | ||
Notes payable | (5,433) | ||
Total net assets acquired | 2,812 | ||
Cooltech Holding Corp. ("Cooltech") [Member] | OneClick License, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 45 | ||
Accounts receivable | 277 | ||
Inventory | 275 | ||
Fixed assets | 44 | ||
Intangibles | 330 | ||
Goodwill | 1,425 | ||
Other assets | 483 | ||
Accounts payable | (756) | ||
Notes payable | (798) | ||
Other liabilities | (3) | ||
Total net assets acquired | $ 1,322 |
Merger with Cooltech - Addition
Merger with Cooltech - Additional Information (Detail) | Mar. 12, 2018USD ($)$ / sharesshares | Mar. 09, 2018$ / shares | Jan. 31, 2018$ / sharesshares | Jan. 19, 2018USD ($)$ / sharesshares | Jan. 05, 2018USD ($)shares | Oct. 10, 2017 | Aug. 03, 2017USD ($)$ / sharesshares | Aug. 02, 2017$ / sharesshares | Jul. 25, 2017shares | Dec. 31, 2017shares | Mar. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||
Warrants exercisable into shares of common stock | 570,287 | ||||||||||
Exercise price of warrants, per share | $ / shares | $ 9.15 | ||||||||||
Reverse stock split description | one-for-five reverse stock split | one-for-five reverse stock split | |||||||||
Reverse stock split, conversion ratio | 0.2 | 0.2 | |||||||||
Convertible notes converted into shares of common stock | 570,287 | ||||||||||
Minimum bid price required for initial listing | $ / shares | $ 4 | ||||||||||
Cooltech Holding Corp. ("Cooltech") [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Merger closing date | Mar. 12, 2018 | ||||||||||
Common stock, shares issued | 675,656 | 100,000 | |||||||||
Common stock price, per share | $ / shares | $ 10 | ||||||||||
Warrants exercisable into shares of common stock | 389,000 | 114,285 | 100,000 | ||||||||
Exercise price of warrants, per share | $ / shares | $ 9.15 | $ 12.10 | |||||||||
Aggregate purchase price | $ | $ 7,900,000 | ||||||||||
Shares for consideration under original merger agreement | 2,500,000 | ||||||||||
Warrants exercisable commencement date | Jul. 19, 2018 | ||||||||||
Warrants term of exercise | 3 years | ||||||||||
Shares issued under private placement | 175,000 | ||||||||||
Common and preferred shares issued | 1,875,000 | ||||||||||
Number of common stock and warrants owned | 2,150,000 | ||||||||||
Percentage of common stock owned | 82.00% | ||||||||||
Closing market price per share | $ / shares | $ 8.15 | ||||||||||
Merger consideration outstanding common stock, value | $ | $ 5,500,000 | ||||||||||
Private placement proceeds | $ | 1,750,000 | ||||||||||
Cooltech Holding Corp. ("Cooltech") [Member] | Outstanding Stock Warrants and Options [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Merger consideration outstanding common stock, value | $ | $ 676,000 | ||||||||||
Cooltech Holding Corp. ("Cooltech") [Member] | Convertible Notes [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Convertible notes amount | $ | $ 1,000,000 | ||||||||||
Convertible notes interest rate | 0.00% | ||||||||||
Convertible notes term | 3 years | ||||||||||
Convertible notes converted into shares of common stock | 114,285 | ||||||||||
Cooltech Holding Corp. ("Cooltech") [Member] | Stock Purchase Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, shares issued | 175,000 | ||||||||||
Common stock price, per share | $ / shares | $ 10 | ||||||||||
Warrants exercisable into shares of common stock | 175,000 | ||||||||||
Exercise price of warrants, per share | $ / shares | $ 12.10 | ||||||||||
Stock purchase agreement date | Aug. 3, 2017 | ||||||||||
Aggregate purchase price | $ | $ 1,750,000 | ||||||||||
Cooltech Holding Corp. ("Cooltech") [Member] | Merger Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, shares issued | 1,875,000 | ||||||||||
Reduction in percentage of merger consideration | 25.00% | ||||||||||
Reduction in number of common shares issued under merger consideration | 625,000 | ||||||||||
Number of common stock shares issued upon satisfaction of merger agreement | 625,000 | ||||||||||
Cooltech Holding Corp. ("Cooltech") [Member] | Option Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amount receivable upon transfer of assets | $ | $ 4,568,000 | ||||||||||
Right to exercise option beginning date | Mar. 12, 2018 | ||||||||||
Right to exercise option ending date | Jan. 5, 2019 | ||||||||||
Amount payable upon exercise of option | $ | $ 4,568,000 |
Merger with Cooltech - Summary
Merger with Cooltech - Summary of Net Assets Acquired in Transaction (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 12, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 9,279 | $ 5,936 | |
Cooltech Holding Corp. ("Cooltech") [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,266 | ||
Private placement proceeds | 1,750 | ||
Accounts receivable | 2,692 | ||
Inventory | 3,190 | ||
Prepaid assets | 1,454 | ||
Fixed assets | 58 | ||
Goodwill | 3,372 | ||
Other assets | 28 | ||
Accounts payable | (2,746) | ||
Accrued expenses | (2,396) | ||
Long-term convertible debt | (735) | ||
Total net assets acquired | $ 7,933 |