Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | AWSM | |
Entity Registrant Name | COOL HOLDINGS, INC. | |
Entity Central Index Key | 0001274032 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 8,268,531 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net sales | $ 5,225 | $ 4,092 |
Cost of sales | 3,981 | 3,111 |
Gross profit | 1,244 | 981 |
Selling, general and administrative expenses | 4,006 | 3,512 |
Operating loss | (2,762) | (2,531) |
Other expense: | ||
Interest | (747) | (247) |
Other expense, net | (177) | |
Loss from continuing operations before provision for income taxes | (3,686) | (2,778) |
Provision for income taxes | (1) | |
Loss from continuing operations | (3,687) | (2,778) |
Income from discontinued operations | 28 | 12 |
Net loss | $ (3,659) | $ (2,766) |
Income (loss) per share (basic and diluted): | ||
Continuing operations | $ (0.46) | $ (2.92) |
Discontinued operations | 0 | 0.01 |
Total | $ (0.46) | $ (2.91) |
Basic and diluted weighted-average number of common shares outstanding | 7,963 | 950 |
Comprehensive loss: | ||
Net loss | $ (3,659) | $ (2,766) |
Foreign currency translation adjustments | (35) | (132) |
Comprehensive loss | $ (3,694) | $ (2,898) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,469 | $ 1,281 |
Restricted cash | 850 | 2,012 |
Trade accounts receivable, net of allowance for doubtful accounts of $8 and $73, respectively | 899 | 2,287 |
Other accounts receivable | 996 | 1,262 |
Inventory | 2,432 | 3,623 |
Prepaid assets | 329 | 314 |
Current assets of discontinued operations | 647 | 788 |
Total current assets | 7,622 | 11,567 |
Property and equipment, net | 900 | 1,009 |
Operating lease right-of-use assets | 4,346 | |
Intangibles, net | 820 | 883 |
Other assets | 204 | 232 |
Total assets | 13,892 | 13,691 |
Current liabilities: | ||
Accounts payable | 3,315 | 5,013 |
Accrued expenses and other current liabilities | 2,514 | 1,555 |
Notes payable | 4,726 | 4,464 |
Current liabilities of discontinued operations | 2,134 | 2,543 |
Total current liabilities | 12,689 | 13,575 |
Long-term liabilities: | ||
Notes payable | 2,848 | 2,873 |
Operating lease liabilities | 3,479 | |
Total liabilities | 19,016 | 16,448 |
Commitments and Contingencies (Note 16) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized; 322 shares issued and outstanding as of March 31, 2019 and December 31, 2018. | ||
Common stock, $0.001 par value, 150,000 shares authorized; 8,268 and 7,793 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively. | 8 | 8 |
Additional paid-in capital common stock | 36,630 | 35,303 |
Accumulated other comprehensive loss | (1,046) | (1,011) |
Accumulated deficit | (40,716) | (37,057) |
Total stockholders’ deficit | (5,124) | (2,757) |
Total liabilities and stockholders’ deficit | $ 13,892 | $ 13,691 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 8 | $ 73 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 322,000 | 322,000 |
Preferred stock, shares outstanding | 322,000 | 322,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 8,268,000 | 7,793,000 |
Common stock, shares outstanding | 8,268,000 | 7,793,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2017 | $ (2,336) | $ 1 | $ 7,578 | $ (129) | $ (9,786) | |
Beginning Balance, shares at Dec. 31, 2017 | 4,408 | 5,781 | ||||
Exchange of shares in connection with reverse merger | 6,183 | $ 2 | 6,181 | |||
Exchange of shares in connection with reverse merger, shares | (3,644) | (3,994) | ||||
Sale of common stock | 1,750 | 1,750 | ||||
Sale of common stock, shares | 175 | |||||
Foreign currency translation | (132) | (132) | ||||
Net loss | (2,766) | (2,766) | ||||
Ending Balance at Mar. 31, 2018 | 2,699 | $ 3 | 15,509 | (261) | (12,552) | |
Ending Balance, shares at Mar. 31, 2018 | 764 | 1,962 | ||||
Beginning Balance at Dec. 31, 2018 | (2,757) | $ 8 | 35,303 | (1,011) | (37,057) | |
Beginning Balance, shares at Dec. 31, 2018 | 322 | 7,793 | ||||
Debt exchange | 173 | 173 | ||||
Debt exchange, shares | 93 | |||||
Warrant exercises | 1,154 | 1,154 | ||||
Warrant exercises, shares | 382 | |||||
Foreign currency translation | (35) | (35) | ||||
Net loss | (3,659) | (3,659) | ||||
Ending Balance at Mar. 31, 2019 | $ (5,124) | $ 8 | $ 36,630 | $ (1,046) | $ (40,716) | |
Ending Balance, shares at Mar. 31, 2019 | 322 | 8,268 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (3,659) | $ (2,766) |
Less: income from discontinued operations | 28 | 12 |
Loss from continuing operations | (3,687) | (2,778) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 185 | 113 |
Accretion of debt discount | 521 | 60 |
Amortization of operating lease right-of-use assets | 348 | |
Provision for (recovery of) bad debts | (7) | 7 |
Stock-based compensation | 30 | |
Loss on debt conversion | 9 | |
Provision for obsolete inventory | 24 | (13) |
(Increase) decrease in: | ||
Trade accounts receivable | 1,395 | 5,512 |
Other accounts receivable | 266 | 967 |
Inventory | 1,166 | (63) |
Prepaid assets | (44) | (56) |
Other assets | 4 | (22) |
(Decrease) increase in: | ||
Accounts payable | (1,532) | (6,626) |
Accrued expenses | 91 | 860 |
Operating lease liabilities | (348) | |
Net cash used in continuing operating activities | (1,579) | (2,039) |
Net cash provided by (used in) discontinued operating activities | (241) | 198 |
Net cash used in operating activities | (1,820) | (1,841) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (13) | (60) |
Sale of investment securities | 24 | |
Cash acquired in reverse merger with Cooltech | 1,263 | |
Net cash provided by investing activities | 11 | 1,203 |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 1,295 | |
Payment of notes payable | (284) | |
Proceeds from warrant exercises | 1,154 | |
Net cash provided by financing activities | 870 | 1,295 |
Effect of exchange rate changes on cash | (35) | (132) |
Net increase (decrease) in cash and cash equivalents | (974) | 525 |
Cash and cash equivalents, beginning of period | 3,293 | 1,354 |
Cash and cash equivalents, end of period | 2,319 | 1,879 |
Cash paid for interest | 90 | $ 19 |
Non-cash financing activities: | ||
Conversion of accounts payable to equity | 164 | |
Record operating lease right-of-use assets and operating lease liabilities | $ 4,642 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1. Basis of Presentation The accompanying unaudited condensed 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 8 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 Cool Holdings, Inc., formerly known as 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, 2018 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 the Company. As discussed in Note 18, 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. During the fourth quarter of 2018, the Company completed the closure of the verykool business segment that had been the legacy business of InfoSonics prior to the Merger. The historical results of the verykool segment are reported as discontinued operations in the unaudited financial statements for all periods from the merger through March 31, 2019. The Company’s consolidated financial statements include assets, liabilities and operating results of its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to fairly present the Company’s financial condition as of March 31, 2019, and the results of operations, financial position and cash flows for all periods presented. The results reported in these consolidated financial statements for the three months ended March 31, 2019 are not necessarily indicative of the operating results, financial condition or cash flows that may be expected for the full fiscal year of 2019 or for any future period. At March 31, 2019, six of the Company’s sixteen OneClick retail stores were located in Argentina. The inflation rate in Argentina increased dramatically in the latter part of 2017 and the first quarter of 2018. On May 16, 2018, the Center for Audit Quality in the United States categorized Argentina as an economy with a projected three-year cumulative inflation rate greater than 100%. As a consequence, beginning July 1, 2018, the Company has transitioned its Argentine operations to “highly inflationary” status which requires the Company to record foreign exchange gains or losses in the Argentine peso through its income statement rather than through the other comprehensive loss account on its balance sheet. |
Going Concern Considerations
Going Concern Considerations | 3 Months Ended |
Mar. 31, 2019 | |
Going Concern Considerations [Abstract] | |
Going Concern Considerations | NOTE 2: Going Concern Considerations In accordance with 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, the Company is required to evaluate each reporting period whether there is substantial doubt about its ability to continue as a going concern. 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 the date the Company’s financial statements are 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 within one year from the date of issuance of the financial statements. Because the Company has sustained significant losses over the past two years and its total liabilities exceed its total assets, 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, 2019 | |
Equity [Abstract] | |
Stock-Based Compensation | NOTE 3. Stock-Based Compensation The Company’s 2015 Equity Incentive Plan (“2015 Plan”) was approved by our stockholders. The 2015 Plan is an omnibus plan that allows for grants of stock options, stock appreciation rights, stock awards, restricted stock, stock units and performance units. As of March 31, 2019, options to purchase 4,000 shares were outstanding under the 2015 Plan and 756,000 shares are available for future grant. The Company’s stock options typically 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, 2019 and 2018, 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, 2019 and 2018, the Company did not grant any stock options. As of March 31, 2019, because all outstanding stock options were fully vested, there was no unrecognized compensation expense. As of March 31, 2019, the 4,000 fully-vested and exercisable stock options then outstanding had a weighted average exercise price of $31.89 per share and a weighted average remaining contractual life of 1.45 years. During the quarter ended June 30, 2018, the Company granted a restricted stock award on 42,000 shares with 17,000 shares vesting on the date of grant and the remaining 25,000 shares vesting in four equal installments on the last day of each calendar quarter beginning June 30, 2018. The total value of the award was $200,000, and stock-based compensation expense for the final quarter of vesting ending March 31, 2019 was $30,000. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 4. Earnings Per Share Basic earnings (loss) per share are computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share are computed similarly to basic earnings (loss) 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 convertible preferred stock, stock options and warrants. Common shares from the potential exercise of certain options and warrants 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, 2019 and 2018, the number of such shares excluded were 4,971,000 and 423,000, respectively. For the three-month period ended March 31, 2019, the number of in-the-money warrants excluded from the computation of net loss per share because their inclusion would have been anti-dilutive amount to 93,000, and the number of preferred shares excluded was 322,000. There were no in-the-money options or warrants for the three-month period ended March 31, 2018 that were required to be excluded from the computation of net loss per share, but the number of preferred shares excluded was 764,000. All share and per share numbers in this report have been retroactively restated for the Company’s reverse stock split effected in March 2018. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
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 2014 through 2018 remain open to examination or re-examination. As of March 31, 2019, 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, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 6. Inventory Inventory is stated at the lower of cost (first-in, first-out) or net realizable value and consists primarily of consumer electronics and accessories. The Company writes down its inventory to net realizable value when it is estimated to be slow-moving or obsolete. As of March 31, 2019 and December 31, 2018, inventory was net of write-downs of $375,000 and $351,000, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 7. Property and Equipment Property and equipment are primarily located in the United States, Argentina and the Dominican Republic and consisted of the following as of the dates presented (in thousands): March 31, 2019 (unaudited) December 31, 2018 Vehicles $ 48 $ 48 Machinery and equipment 149 146 Furniture and fixtures 122 122 Leasehold improvements 1,107 1,100 Subtotal 1,426 1,416 Less accumulated depreciation (526 ) (407 ) Total $ 900 $ 1,009 Depreciation and amortization expense of property and equipment for the three months ended March 31, 2019 and 2018 was $122,000 and $50,000, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 8. Intangible Assets The Company’s definite-lived intangible assets arose from the acquisition of OneClick. These assets and related accumulated amortization consisted of the following as of the dates presented (in thousands): March 31, 2019 (unaudited) December 31, 2018 Tradenames $ 938 $ 938 Covenants Not To Compete 258 258 Domain Name 2 2 Subtotal 1,198 1,198 Less accumulated amortization (378 ) (315 ) Total $ 820 $ 883 Amortization expense for the three months ended March 31, 2019 and 2018 amounted to $63,000 and $63,000, respectively. The OneClick trade name is being amortized over 60 months and the covenants not to compete are being amortized over 48 months. Amortization expense for the years ending December 31, 2019 through 2022 will be $252,000, $252,000, $236,000 and $143,000 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 9. Accrued Expenses and Other Current Liabilities As of March 31, 2019 and December 31, 2018, accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2019 (unaudited) December 31, 2018 Accrued compensation (wages, benefits, severance, vacation) $ 712 $ 697 Customer deposits and overpayments 54 31 Accrued interest 343 170 Accrued taxes 283 406 Current portion of operating lease liabilities 867 — Other accruals 255 251 Total $ 2,514 $ 1,555 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 10. Notes Payable Notes payable consisted of the following as of the dates presented (in thousands): March 31, 2019 (unaudited) December 31, 2018 8% secured promissory notes due August 2018 $ — $ 250 0% convertible notes due January 2021 275 275 4% promissory note due April 2021 813 847 0% promissory note due April 2019 418 418 8% promissory note due March 2021 2,107 2,107 12% convertible notes due October 2019 4,000 4,000 12% convertible notes due November 2019 1,220 1,220 Total face amount 8,833 9,117 Unamortized discount (1,259 ) (1,780 ) Total carrying value 7,574 7,337 Amount classified as current 4,726 4,464 Amount classified as long-term $ 2,848 $ 2,873 In August 2017, the Company issued a $250,000 secured promissory note with a 1-year term bearing interest at 8%. The $250,000 note was not paid upon maturity, and went into default. Upon agreement with the holder, the note was paid in full, including additional default interest on February 14, 2019. 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 valued the debt and the warrants in accordance with ASC 470-20-25-2 using a binomial option pricing model for the warrants, and the conversion feature, which was determined to be a Beneficial Conversion Feature, was recorded at fair value based on the difference between the closing market price of the Company’s stock on the date of the transaction and the implied conversion price in the fair value of the debt. 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. In connection with the debt exchange on August 15, 2018, holders of an aggregate principal amount of $725,000 of the notes converted their notes to common stock, leaving a principal balance of $275,000 outstanding. The unamortized discount related to the converted notes amounted to $163,000, which amount was recorded as accretion expense in the period. Accretion of the discount for the three months ended March 31, 2019 amounted to $6,000. In April 2018, the Company issued a $1,000,000 installment note bearing interest at 4.02% per annum due April 30, 2021. The principal balance outstanding on the note at March 31, 2019 was $813,000. The note specifies varying monthly payments of principal and interest with annual principal payments of $305,000, $359,000 and $183,000 in 2019 through 2021. In August 2018, in connection with the Unitron acquisition, the Company assumed the remaining balance of $868,000 on 0% promissory notes with $450,000 paid in October 2018 and $418,000 paid in April 2019. In September 2018, the Company entered into a Note Consolidation Agreement with a lender in which 12 promissory notes and associated accrued interest were consolidated into single unsecured 8% promissory note in the principal amount of $2,107,000. The note is due in a lump sum on March 31, 2021. Interest compounds annually. Because the present value of the cash flows under the terms of the new debt instrument was less than 10% different from the present value of the aggregate remaining cash flows under the terms of the original instruments, the debt instruments were not considered to be substantially different and the transaction was not considered a debt extinguishment. In October 2018, the Company issued an aggregate of $4,000,000 of 1-year 12% convertible notes and warrants. The notes are convertible at the option of the holder after six months from the date of issuance into an aggregate of 941,181 shares of common stock of the Company and the warrants are exercisable for 470,592 shares of common stock of the Company at an exercise price of $4.25 per share. The Company valued the debt and the warrants in accordance with ASC 470-20-25-2 using a binomial option pricing model for the warrants, and the conversion feature, which was determined to be a Beneficial Conversion Feature, was recorded at fair value based on the difference between the closing market price of the Company’s stock on the date of the transaction and the implied conversion price in the fair value of the debt. The valuation assumed a 90% volatility rate of the Company’s common stock, a 25% discount on the value of the underlying stock due to trading restrictions, and a risk-free interest rate of 2.47%. The warrants were assigned a value of $769,000 and the conversion feature was assigned a value of $1,173,000. The remaining value of $2,058,000 was assigned to the debt. The aggregate discount of $1,942,000 is being amortized to interest expense over the 1-year life of the notes on a straight-line basis, which approximates the effective interest method. Accretion of the discount for the three months ended March 31, 2019 amounted to $486,000. In November 2018, the Company issued an aggregate of $1,220,000 of 1-year 12% convertible notes and warrants. The notes are convertible at the option of the holder after six months from the date of issuance into an aggregate of 277,274 shares of common stock of the Company and the warrants are exercisable for 138,638 shares of common stock of the Company at an exercise price of $4.40 per share. The Company valued the debt and the warrants in accordance with ASC 470-20-25-2 using a binomial option pricing model for the warrants. The conversion feature was not assigned any value as the implied conversion price in the fair value of the debt was higher than the closing market price of the Company’s stock on the date of the transaction. The valuation assumed a 90% volatility rate of the Company’s common stock, a 25% discount on the value of the underlying stock due to trading restrictions, and a risk-free interest rate of 2.52%. The warrants were assigned a value of $118,000 and the remaining value of $1,102,000 was assigned to the debt. The discount of $118,000 is being amortized to interest expense over the 1‑year life of the notes on a straight-line basis. Accretion of the discount for the three months ended March 31, 2019 amounted to $29,000. Interest expense for notes payable for the three months ended March 31, 2019 and 2018 amounted to $728,000 and $247,000, respectively. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Capital Stock | NOTE 11. Capital Stock On January 9, 2019, the Company entered into a fee settlement agreement with a vendor to whom it owed $164,000. In the agreement, the parties agreed to satisfy this obligation by the Company issuing to the vendor 93,448 restricted common shares and warrants to purchase 93,448 common shares at $1.64 per share. The warrants are exercisable beginning July 9, 2019 and expire January 9, 2022. The fair value of the restricted stock on the date of issuance was estimated to be $114,000 using a 25% discount for trading restrictions computed using a risk-free interest rate of 2.52% for the 6-month hold period and an expected volatility of 90% based on the Company’s historical stock price fluctuation. The fair value of the warrants was estimated on the date of issuance at $59,000 using the Black-Scholes pricing model and assuming a 90% volatility rate and a risk-free interest rate of 2.54% based on the 3-year U.S. Treasury rate then in effect. The combined value of the stock and warrants was $173,000, and the Company recorded a loss on extinguishment of debt of $9,000. During March 2019, holders of warrants on 382,165 shares of the Company’s common stock exercised the warrants at the strike price of $3.02 per share, which resulted in aggregate cash proceeds to the Company of $1,154,000. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12. Related Party Transactions During the three months ended March 31, 2019 and 2018, the Company was engaged in non-arm’s length transactions with Smash Technologies, LLC (“Smash”), a reseller of accessories controlled by a family member of the Company’s CEO. The Company purchased products from Smash in the normal course of business, which purchases were measured at the exchange amount. During the three months ended March 31, 2019 and 2018, product purchases from Smash Technologies amounted to $77,000, and $46,000, respectively. There are no long-term arrangements with Smash, and, at March 31, 2019, there were no amounts outstanding and payable to Smash. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | NOTE 13. Recent Accounting Pronouncements Recently Adopted: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The guidance in ASU 2016-02 and subsequently issued amendments required lessees to capitalize virtually all leases with terms of more than twelve months on the balance sheet as a right-of-use asset and recognize an associated lease liability. Entities were allowed to apply the modified retrospective approach (1) retrospectively to each comparative period presented (comparative method) or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment (effective date method). ASU 2016‑02 was effective for public companies for interim and annual reporting periods beginning after December 15, 2018. The Company adopted the new standard on January 1, 2019 using the effective date method. Therefore, upon adoption, the Company recognized and measured leases without revising comparative period information or disclosures. The Company implemented the transition package of three practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classifications. As a result of adopting the new standard on January 1, 2019, the Company recorded initial right-of-use assets of $4,642,000 with a corresponding initial lease liability, which was also adjusted by reclassifications of existing assets and liabilities primarily related to deferred rent. The adoption of this new standard did not have a material impact on the Company’s consolidated results of operations or cash flows The Company enters into leases primarily for its retail stores, distribution center and corporate offices. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense for such leases are recognized on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception and whether the lease meets the classification criteria of a finance or operating lease. The Company currently has no financing leases. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using the Company’s incremental borrowing rates. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Where lease agreements contain renewal options, the Company does not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Company is reasonably certain of renewing the lease at inception or when a triggering event occurs. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain to be exercised. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease expense for the three months ended March 31, 2019 amounted to $348,000. Supplemental lease information as of March 31, 2019 is as follows ($ in thousands): Operating right of use assets $ 4,346 Current operating lease liabilities $ 867 Long-term operating lease liabilities $ 3,479 Weighted-average remaining lease term in years 5.75 Weighted-average discount rate 12 % As of March 31, 2019, maturities of lease liabilities are as follows (in thousands): Years Ending December 31, 2019 (remaining nine months) $ 1,183 2020 1,290 2021 1,160 2022 835 2023 829 Thereafter 1,593 Total lease payments 6,890 Less: interest 2,544 Total 4,346 Less: current portion 867 Long-term portion $ 3,479 As of March 31, 2019, the Company had no material operating leases that had not yet commenced. Issued (Not adopted yet): 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. Other Accounting Standards Updates not effective until after March 31, 2019 are not expected to have a material effect on the Company’s financial position or results of operations. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments | NOTE 14. Segments The tables below (in thousands) reflect the operating results of the Company’s segments for the reported periods, consistent with the management and measurement system utilized within the Company. The two segments include (1) the Company’s OneClick retail stores, and (2) its Cooltech Distribution business. Performance measurement of each segment is based on sales, gross profit and operating income (loss). The segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Operating Decision Maker (“CODM”) in determining how to allocate Company resources and evaluate performance. The CODM is a group of Company executives who comprise the management committee, consisting of the Company’s Chief Executive Officer, Chief Sales and Marketing Officer, Chief Operating Office and Chief Financial Officer. OneClick Retail Stores Cooltech Distribution Total Segments Three months ended March 31, 2019: Net sales $ 4,353 $ 872 $ 5,225 Gross profit $ 1,239 $ 5 $ 1,244 Operating loss $ (839 ) $ (338 ) $ (1,177 ) Three months ended March 31, 2018: Net sales $ 2,616 $ 1,476 $ 4,092 Gross profit $ 884 $ 97 $ 981 Operating loss $ (1,022 ) $ (406 ) $ (1,428 ) Reconciliation of Operating Loss to Cool Holdings as Reported: Three Months Ended March 31, 2019 2018 Operating loss: Total reportable segments $ (1,177 ) $ (1,428 ) Unallocated expenses (1,585 ) (1,103 ) Total consolidated operating loss $ (2,762 ) $ (2,531 ) Additional segment information for the three months ended March 31, 2019 and 2018 is as follows (in thousands): OneClick Retail Stores Cooltech Distribution Total Segments Corporate Consolidated As of and for the three months ended March 31, 2019: Depreciation and amortization $ 163 $ 2 $ 165 $ 20 $ 185 Capital expenditures 13 — 13 — 13 Property and equipment, net 810 6 816 84 900 Total assets 10,178 791 10,969 2,923 13,892 As of and for the three months ended March 31, 2018: Depreciation and amortization $ 94 $ 3 $ 97 $ 16 $ 113 Capital expenditures 60 — 60 — 60 Property and equipment, net 281 12 293 166 459 Total assets 3,919 8,893 12,812 16,151 28,963 |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2019 | |
Geographic Information [Abstract] | |
Geographic Information | NOTE 15. Geographic Information Long-lived assets are principally located in Company facilities in the United States, Argentina and the Dominican Republic. The unaudited net sales by geographical area for the three months ended March 31, 2019 and 2019 were (in thousands): For March 31, 2019 2018 Central America $ 20 $ 95 South America 1,945 1,868 Caribbean 952 723 United States 2,308 1,406 Total $ 5,225 $ 4,092 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 17. Fair Value of Financial Instruments The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that use primarily market-based or independently-sourced market parameters. If market observable inputs for model-based valuation techniques are not available, the Company makes judgments about assumptions market participants would use in estimating the fair value of the financial instrument. Carrying values of cash, cash equivalents, restricted cash, trade and other accounts receivable, prepaid assets, accounts payable, accrued expenses and other current liabilities and short‑term notes payable approximate their fair values due to the short-term nature and liquidity of these financial instruments. The Company estimates that the fair value of its long-term debt approximates its carrying value based on significant level 2 observable inputs. During the three months ended March 31, 2019 and 2018, the Company did not record any material nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition. |
Merger with Cooltech
Merger with Cooltech | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Merger with Cooltech | NOTE 18. 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., 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, with Cooltech surviving as a wholly-owned subsidiary of the Company. 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 the seller of Unitron 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 was 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 were 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 was the legal acquiror of Cooltech in the Merger, for accounting purposes, Cooltech was 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. Accordingly, Cooltech’s historical financial information replaces InfoSonics’ historical financial information for all periods prior to the Merger. Because the Merger involved 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 was 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 amounted to approximately $6.15 million. This amount is comprised of two elements: (1) $5.5 million representing the value of the 675,656 outstanding shares of InfoSonics common stock at $8.15/share , and (2) $676,000 representing the value of outstanding stock warrants and options. The purchase price was allocated to the net assets acquired in the transaction is as follows (in thousands): Cash $ 1,264 Accounts receivable 2,692 Inventory 3,190 Prepaid assets 1,454 Fixed assets 58 Goodwill 3,343 Other assets 28 Accounts payable (2,744 ) Accrued expenses (2,396 ) Long-term convertible debt (735 ) Total $ 6,154 |
Acquisition of Cooltech Corp.
Acquisition of Cooltech Corp. | 3 Months Ended |
Mar. 31, 2019 | |
Cooltech Corp. [Member] | |
Acquisition | NOTE 19. Acquisition of Cooltech Corp. On June 1, 2018, the Company exercised an option to acquire all of the outstanding stock of a Canadian shell company called Cooltech Corp. for $1.00. At the time of the acquisition, Cooltech Corp. had $21,000 in cash and $21,000 of accounts payable, plus entitlement to a pending claim in an intellectual property lawsuit. Subsequent to the acquisition, the company recognized a $1,277,000 gain on the pending claim. |
Acquisition of Unitron Assets
Acquisition of Unitron Assets | 3 Months Ended |
Mar. 31, 2019 | |
Unitron Assets [Member] | |
Acquisition | NOTE 20. Acquisition of Unitron Assets On August 17, 2018, the Company exercised an option to acquire the assets of a chain of Merger with Cooltech. As required in the Option Agreement, upon exercise by the Company, the Cooltech shareholders at the date of the merger received 625,000 restricted shares of the Company’s common stock, which was recorded directly to stockholders’ equity. Consideration for the Unitron acquisition was comprised of $3,700,000 of previously advanced funds and the assumption of $868,000 of debt. Cash $ 18 Accounts receivable 27 Inventory 1,243 Other current assets 601 Fixed assets 332 Intangibles 76 Goodwill 4,399 Other assets 41 Accounts payable (2,169 ) Notes payable (868 ) Total $ 3,700 For the period from August 17, 2018, the date of acquisition, through December 31, 2018, net sales and operating loss from the Dominican Republic entity included in the Company’s consolidated statement of operations amount to $1,607,000 and $204,000, respectively. On an unaudited pro forma basis, if the acquisition had occurred on January 1, 2018, the Company’s combined net sales and net loss from continuing operations for the year ended December 31, 2018 would have been $26,503,000 and $22,383,000, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21. Subsequent Events Promissory Note: On April 25, 2019, the Company entered into an unsecured promissory note for $750,000 that is due and payable on May 31, 2019. The note bears no interest but has a fixed fee of $2,500 due at maturity. Proceeds from this note were used to deposit into escrow in connection with the signing of the Simply Mac transaction discussed below. Simply Mac: On May 9, 2019, the Company, Simply Mac, Inc. (“Simply Mac”) and GameStop Corp. (the “Seller”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), pursuant to which the Company will purchase from the Seller all of the issued and outstanding shares of capital stock of Simply Mac (the “Stock Purchase”). Following the Stock Purchase, Simply Mac will be a wholly-owned subsidiary of the Company. Subject to certain working capital, inventory, indebtedness and other adjustments, the aggregate consideration for the Stock Purchase will be equal to $6.9 million plus the value of Simply Mac’s inventory at closing. The consideration will consist of (i) $8.0 million in cash and (ii) a secured promissory note in favor of the Seller. A portion of such cash consideration will be deposited into escrow to secure the indemnification obligations of Simply Mac and the Seller under the Stock Purchase Agreement and for satisfaction of any working capital or inventory adjustments payable to the Company. The Stock Purchase Agreement contains representations, warranties and covenants customary for a transaction of its size and nature. Subject to certain limitations, the parties have agreed to indemnify each other for breaches of their respective representations, warranties, covenants and other specified matters therein. The Stock Purchase Agreement may be terminated at any time prior to closing by mutual written agreement, or by either party (i) if the closing has not occurred on or before August 15, 2019 or (ii) upon breach by the other party of any representation, warranty, covenant or other agreement set forth in the Stock Purchase Agreement, after an opportunity to cure in some cases. Equity Grants: On May 13, 2019, the Company granted 700,000 shares of stock to certain Board members, officers and other employees of the Company. A total of 550,000 shares were immediately vested, with the remaining 150,000 shares vesting equally over three years from the date of grant. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Adopted | Recently Adopted: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The guidance in ASU 2016-02 and subsequently issued amendments required lessees to capitalize virtually all leases with terms of more than twelve months on the balance sheet as a right-of-use asset and recognize an associated lease liability. Entities were allowed to apply the modified retrospective approach (1) retrospectively to each comparative period presented (comparative method) or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment (effective date method). ASU 2016‑02 was effective for public companies for interim and annual reporting periods beginning after December 15, 2018. The Company adopted the new standard on January 1, 2019 using the effective date method. Therefore, upon adoption, the Company recognized and measured leases without revising comparative period information or disclosures. The Company implemented the transition package of three practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classifications. As a result of adopting the new standard on January 1, 2019, the Company recorded initial right-of-use assets of $4,642,000 with a corresponding initial lease liability, which was also adjusted by reclassifications of existing assets and liabilities primarily related to deferred rent. The adoption of this new standard did not have a material impact on the Company’s consolidated results of operations or cash flows The Company enters into leases primarily for its retail stores, distribution center and corporate offices. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense for such leases are recognized on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception and whether the lease meets the classification criteria of a finance or operating lease. The Company currently has no financing leases. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using the Company’s incremental borrowing rates. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Where lease agreements contain renewal options, the Company does not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Company is reasonably certain of renewing the lease at inception or when a triggering event occurs. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain to be exercised. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease expense for the three months ended March 31, 2019 amounted to $348,000. Supplemental lease information as of March 31, 2019 is as follows ($ in thousands): Operating right of use assets $ 4,346 Current operating lease liabilities $ 867 Long-term operating lease liabilities $ 3,479 Weighted-average remaining lease term in years 5.75 Weighted-average discount rate 12 % As of March 31, 2019, maturities of lease liabilities are as follows (in thousands): Years Ending December 31, 2019 (remaining nine months) $ 1,183 2020 1,290 2021 1,160 2022 835 2023 829 Thereafter 1,593 Total lease payments 6,890 Less: interest 2,544 Total 4,346 Less: current portion 867 Long-term portion $ 3,479 As of March 31, 2019, the Company had no material operating leases that had not yet commenced. |
Issued (Not adopted yet) | Issued (Not adopted yet): 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. Other Accounting Standards Updates not effective until after March 31, 2019 are not expected to have a material effect on the Company’s financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment are primarily located in the United States, Argentina and the Dominican Republic and consisted of the following as of the dates presented (in thousands): March 31, 2019 (unaudited) December 31, 2018 Vehicles $ 48 $ 48 Machinery and equipment 149 146 Furniture and fixtures 122 122 Leasehold improvements 1,107 1,100 Subtotal 1,426 1,416 Less accumulated depreciation (526 ) (407 ) Total $ 900 $ 1,009 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Definite-Lived Intangible Assets Arose From OneClick Acquisition | The Company’s definite-lived intangible assets arose from the acquisition of OneClick. These assets and related accumulated amortization consisted of the following as of the dates presented (in thousands): March 31, 2019 (unaudited) December 31, 2018 Tradenames $ 938 $ 938 Covenants Not To Compete 258 258 Domain Name 2 2 Subtotal 1,198 1,198 Less accumulated amortization (378 ) (315 ) Total $ 820 $ 883 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | As of March 31, 2019 and December 31, 2018, accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2019 (unaudited) December 31, 2018 Accrued compensation (wages, benefits, severance, vacation) $ 712 $ 697 Customer deposits and overpayments 54 31 Accrued interest 343 170 Accrued taxes 283 406 Current portion of operating lease liabilities 867 — Other accruals 255 251 Total $ 2,514 $ 1,555 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following as of the dates presented (in thousands): March 31, 2019 (unaudited) December 31, 2018 8% secured promissory notes due August 2018 $ — $ 250 0% convertible notes due January 2021 275 275 4% promissory note due April 2021 813 847 0% promissory note due April 2019 418 418 8% promissory note due March 2021 2,107 2,107 12% convertible notes due October 2019 4,000 4,000 12% convertible notes due November 2019 1,220 1,220 Total face amount 8,833 9,117 Unamortized discount (1,259 ) (1,780 ) Total carrying value 7,574 7,337 Amount classified as current 4,726 4,464 Amount classified as long-term $ 2,848 $ 2,873 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Lease Information | Supplemental lease information as of March 31, 2019 is as follows ($ in thousands): Operating right of use assets $ 4,346 Current operating lease liabilities $ 867 Long-term operating lease liabilities $ 3,479 Weighted-average remaining lease term in years 5.75 Weighted-average discount rate 12 % |
Schedule of Maturities of Operating Lease Liabilities | As of March 31, 2019, maturities of lease liabilities are as follows (in thousands): Years Ending December 31, 2019 (remaining nine months) $ 1,183 2020 1,290 2021 1,160 2022 835 2023 829 Thereafter 1,593 Total lease payments 6,890 Less: interest 2,544 Total 4,346 Less: current portion 867 Long-term portion $ 3,479 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Operating Results of Segments | The tables below (in thousands) reflect the operating results of the Company’s segments for the reported periods, consistent with the management and measurement system utilized within the Company OneClick Retail Stores Cooltech Distribution Total Segments Three months ended March 31, 2019: Net sales $ 4,353 $ 872 $ 5,225 Gross profit $ 1,239 $ 5 $ 1,244 Operating loss $ (839 ) $ (338 ) $ (1,177 ) Three months ended March 31, 2018: Net sales $ 2,616 $ 1,476 $ 4,092 Gross profit $ 884 $ 97 $ 981 Operating loss $ (1,022 ) $ (406 ) $ (1,428 ) Reconciliation of Operating Loss to Cool Holdings as Reported: Three Months Ended March 31, 2019 2018 Operating loss: Total reportable segments $ (1,177 ) $ (1,428 ) Unallocated expenses (1,585 ) (1,103 ) Total consolidated operating loss $ (2,762 ) $ (2,531 ) |
Schedule of Additional Segment Information | Additional segment information for the three months ended March 31, 2019 and 2018 is as follows (in thousands): OneClick Retail Stores Cooltech Distribution Total Segments Corporate Consolidated As of and for the three months ended March 31, 2019: Depreciation and amortization $ 163 $ 2 $ 165 $ 20 $ 185 Capital expenditures 13 — 13 — 13 Property and equipment, net 810 6 816 84 900 Total assets 10,178 791 10,969 2,923 13,892 As of and for the three months ended March 31, 2018: Depreciation and amortization $ 94 $ 3 $ 97 $ 16 $ 113 Capital expenditures 60 — 60 — 60 Property and equipment, net 281 12 293 166 459 Total assets 3,919 8,893 12,812 16,151 28,963 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Geographic Information [Abstract] | |
Schedule of Sales by Geographical Area | The unaudited net sales by geographical area for the three months ended March 31, 2019 and 2019 were (in thousands): For March 31, 2019 2018 Central America $ 20 $ 95 South America 1,945 1,868 Caribbean 952 723 United States 2,308 1,406 Total $ 5,225 $ 4,092 |
Merger with Cooltech (Tables)
Merger with Cooltech (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Cooltech Holding Corp. [Member] | |
Summary of Purchase Price Allocated to Net Assets Acquired in Transaction | The purchase price was allocated to the net assets acquired in the transaction is as follows (in thousands): Cash $ 1,264 Accounts receivable 2,692 Inventory 3,190 Prepaid assets 1,454 Fixed assets 58 Goodwill 3,343 Other assets 28 Accounts payable (2,744 ) Accrued expenses (2,396 ) Long-term convertible debt (735 ) Total $ 6,154 |
Acquisition of Unitron Assets (
Acquisition of Unitron Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Unitron Assets [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocated to Net Assets Acquired in Transaction | purchase price was allocated to the net assets acquired in the transaction as follows (in thousands): Cash $ 18 Accounts receivable 27 Inventory 1,243 Other current assets 601 Fixed assets 332 Intangibles 76 Goodwill 4,399 Other assets 41 Accounts payable (2,169 ) Notes payable (868 ) Total $ 3,700 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - OneClick Retail Stores [Member] - Store | Mar. 31, 2019 | May 16, 2018 |
Basis Of Presentation [Line Items] | ||
Number of retail consumer electronics stores | 16 | |
Argentina [Member] | ||
Basis Of Presentation [Line Items] | ||
Number of retail consumer electronics stores | 6 | |
Argentina [Member] | Minimum [Member] | ||
Basis Of Presentation [Line Items] | ||
Percentage of cumulative inflation rate | 100.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)Installmentshares | Mar. 31, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ | $ 0 | $ 0 | |
Stock options granted under equity incentive plans | 0 | 0 | |
Unrecognized compensation expense related to non-vested stock options | $ | $ 0 | ||
Fully-vested and exercisable stock options outstanding, number of shares | 4,000 | ||
Fully-vested and exercisable stock options outstanding, weighted average exercise price | $ / shares | $ 31.89 | ||
Fully-vested and exercisable stock options outstanding, weighted average remaining contractual life | 1 year 5 months 12 days | ||
Total value of restricted stock award | $ | $ 200,000 | ||
Restricted Stock Award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted | 42,000 | ||
Number of shares vested | 17,000 | ||
Number of shares expected to vest | 25,000 | ||
Number of equal vesting installments | Installment | 4 | ||
Restricted Stock Award [Member] | Prepaid Assets [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense related to non-vested restricted stock award | $ | $ 30,000 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option exercisable period | 7 years | ||
2015 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding under equity incentive plans | 4,000 | ||
Common stock available for future issuance | 756,000 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 4,971,000 | 423,000 |
Preferred Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 322,000 | 764,000 |
In The Money Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 93,000 | |
In The Money Options Or Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
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 | 2014 |
Latest Tax Year [Member] | |
Income Tax Contingency [Line Items] | |
Open tax year | 2018 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventory net of write-downs | $ 375,000 | $ 351,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,426 | $ 1,416 | |
Less accumulated depreciation | (526) | (407) | |
Total | 900 | 1,009 | $ 459 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 48 | 48 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 149 | 146 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 122 | 122 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,107 | $ 1,100 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 122 | $ 50 |
Intangible Assets - Summary of
Intangible Assets - Summary of Definite-Lived Intangible Assets Arose From OneClick Acquisition (Detail) - OneClick [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, gross | $ 1,198 | $ 1,198 |
Less accumulated amortization | (378) | (315) |
Total | 820 | 883 |
Tradenames [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, gross | 938 | 938 |
Covenants 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 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 63,000 | $ 63,000 |
Definite-lived intangible assets, amortization expense, remainder of 2019 | 252,000 | |
Definite-lived intangible assets, amortization expense, 2020 | 252,000 | |
Definite-lived intangible assets, amortization expense, 2021 | 236,000 | |
Definite-lived intangible assets, amortization expense, 2022 | $ 143,000 | |
OneClick [Member] | Tradenames [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period | 60 months | |
OneClick [Member] | Covenants Not To Compete [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period | 48 months |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued compensation (wages, benefits, severance, vacation) | $ 712 | $ 697 |
Customer deposits and overpayments | 54 | 31 |
Accrued interest | 343 | 170 |
Accrued taxes | 283 | 406 |
Current portion of operating lease liabilities | 867 | |
Other accruals | 255 | 251 |
Total | $ 2,514 | $ 1,555 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | Jan. 31, 2018 |
Debt Instrument [Line Items] | |||||
Total face amount | $ 8,833,000 | $ 9,117,000 | |||
Unamortized discount | (1,259,000) | (1,780,000) | $ (271,000) | ||
Total carrying value | 7,574,000 | 7,337,000 | |||
Amount classified as current | 4,726,000 | 4,464,000 | |||
Amount classified as long-term | 2,848,000 | 2,873,000 | |||
8% Secured Promissory Notes Due August 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total face amount | 250,000 | ||||
0% Convertible Notes Due January 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total face amount | 275,000 | 275,000 | |||
4% Promissory Note Due April 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total face amount | 813,000 | 847,000 | |||
0% Promissory Note Due April 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total face amount | 418,000 | 418,000 | |||
8% Promissory Note Due March 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total face amount | 2,107,000 | 2,107,000 | |||
12% Convertible Notes Due October 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total face amount | 4,000,000 | 4,000,000 | |||
Unamortized discount | $ (1,942,000) | ||||
12% Convertible Notes Due November 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total face amount | $ 1,220,000 | $ 1,220,000 | |||
Unamortized discount | $ (118,000) |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Parenthetical) (Detail) - Notes Payable [Member] | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2017 | |
8% Secured Promissory Notes Due August 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable, interest rate | 8.00% | 8.00% | 8.00% | |
Notes payable, maturity date | Aug. 31, 2018 | Aug. 31, 2018 | ||
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 | ||
4% Promissory Note Due April 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable, interest rate | 4.00% | 4.00% | ||
Notes payable, maturity date | Apr. 30, 2021 | Apr. 30, 2021 | ||
0% Promissory Note Due April 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable, interest rate | 0.00% | 0.00% | ||
Notes payable, maturity date | Apr. 30, 2019 | Apr. 30, 2019 | ||
8% Promissory Note Due March 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable, interest rate | 8.00% | 8.00% | 8.00% | |
Notes payable, maturity date | Mar. 31, 2021 | Mar. 31, 2021 | ||
12% Convertible Notes Due October 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable, interest rate | 12.00% | 12.00% | ||
Notes payable, maturity date | Oct. 31, 2019 | Oct. 31, 2019 | ||
12% Convertible Notes Due November 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable, interest rate | 12.00% | 12.00% | ||
Notes payable, maturity date | Nov. 30, 2019 | Nov. 30, 2019 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) | Aug. 15, 2018USD ($) | Jan. 31, 2018USD ($)$ / sharesshares | Apr. 30, 2019USD ($) | Nov. 30, 2018USD ($)$ / sharesshares | Oct. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)PromissoryNote | Aug. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Aug. 31, 2017USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Notes payable, outstanding amount | $ 8,833,000 | $ 9,117,000 | ||||||||||
Convertible notes converted into shares of common stock | shares | 570,287 | |||||||||||
Warrants exercisable into shares of common stock | shares | 570,287 | |||||||||||
Exercise price of warrants, per share | $ / shares | $ 9.15 | |||||||||||
Amortization of debt discount | $ 271,000 | 1,259,000 | 1,780,000 | |||||||||
Amortization period of interest expense | 3 years | |||||||||||
Loss on debt conversion | 9,000 | |||||||||||
Accretion of discount | (521,000) | $ (60,000) | ||||||||||
Notes remaining balance paid | 284,000 | |||||||||||
Convertible Notes and Warrants [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible notes term | 3 years | |||||||||||
Notes payable, interest rate | 0.00% | |||||||||||
Notes payable, outstanding amount | $ 275,000 | |||||||||||
Convertible notes amount | $ 1,000,000 | |||||||||||
Warrants value | 127,000 | |||||||||||
Conversion feature value | 144,000 | |||||||||||
Debt value | $ 729,000 | |||||||||||
Aggregate principal amount of converted notes to common stock | 725,000 | |||||||||||
Accretion of discount | 6,000 | |||||||||||
Convertible Notes and Warrants [Member] | Interest Expense [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on debt conversion | $ 163,000 | |||||||||||
Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 105 | |||||||||||
Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 2.20 | |||||||||||
Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Entity Credit Risk [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 7.70 | |||||||||||
Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | $ 728,000 | $ 247,000 | ||||||||||
8% Secured Promissory Notes Due August 2018 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, outstanding amount | $ 250,000 | |||||||||||
8% Secured Promissory Notes Due August 2018 [Member] | Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, issued amount | $ 250,000 | |||||||||||
Convertible notes term | 1 year | |||||||||||
Notes payable, interest rate | 8.00% | 8.00% | 8.00% | |||||||||
Notes payable, outstanding amount | $ 250,000 | |||||||||||
Notes payable, maturity date | Aug. 31, 2018 | Aug. 31, 2018 | ||||||||||
4.02% Promissory Note Due April 2021 [Member] | Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, issued amount | $ 1,000,000 | $ 813,000 | ||||||||||
Notes payable, interest rate | 4.02% | |||||||||||
Notes payable, maturity date | Apr. 30, 2021 | |||||||||||
Annual principal payments,2019 | $ 305,000 | |||||||||||
Annual principal payments,2020 | 359,000 | |||||||||||
Annual principal payments,2021 | $ 183,000 | |||||||||||
0% Promissory Note Due April 2019 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, outstanding amount | $ 418,000 | $ 418,000 | ||||||||||
0% Promissory Note Due April 2019 [Member] | Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, interest rate | 0.00% | 0.00% | ||||||||||
Notes payable, maturity date | Apr. 30, 2019 | Apr. 30, 2019 | ||||||||||
0% Promissory Note Due April 2019 [Member] | Notes Payable [Member] | Unitron Assets [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, interest rate | 0.00% | |||||||||||
Notes payable, maturity date | Apr. 30, 2019 | |||||||||||
Assumption of debt under merger consideration | $ 868,000 | |||||||||||
Notes payable, maturity date, description | $450,000 paid in October 2018 and $418,000 paid in April 2019 | |||||||||||
0% Promissory Note Due April 2019 [Member] | Notes Payable [Member] | Unitron Assets [Member] | Subsequent Events [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes remaining balance paid | $ 418,000 | |||||||||||
0% Promissory Note Due October 2018 [Member] | Notes Payable [Member] | Unitron Assets [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, interest rate | 0.00% | |||||||||||
Notes payable, maturity date | Oct. 31, 2018 | |||||||||||
Notes remaining balance paid | $ 450,000 | |||||||||||
8% Promissory Note Due March 2021 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, outstanding amount | $ 2,107,000 | $ 2,107,000 | ||||||||||
8% Promissory Note Due March 2021 [Member] | Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, issued amount | $ 2,107,000 | |||||||||||
Notes payable, interest rate | 8.00% | 8.00% | 8.00% | |||||||||
Notes payable, maturity date | Mar. 31, 2021 | Mar. 31, 2021 | ||||||||||
Number of promissory notes | PromissoryNote | 12 | |||||||||||
12% Convertible Notes Due October 2019 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, outstanding amount | $ 4,000,000 | $ 4,000,000 | ||||||||||
Convertible notes converted into shares of common stock | shares | 941,181 | |||||||||||
Warrants exercisable into shares of common stock | shares | 470,592 | |||||||||||
Exercise price of warrants, per share | $ / shares | $ 4.25 | |||||||||||
Amortization of debt discount | $ 1,942,000 | |||||||||||
Amortization period of interest expense | 1 year | |||||||||||
12% Convertible Notes Due October 2019 [Member] | Convertible Notes and Warrants [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible notes term | 1 year | |||||||||||
Notes payable, interest rate | 12.00% | |||||||||||
Convertible notes amount | $ 4,000,000 | |||||||||||
Warrants value | 769,000 | |||||||||||
Conversion feature value | 1,173,000 | |||||||||||
Debt value | $ 2,058,000 | |||||||||||
Accretion of discount | $ 486,000 | |||||||||||
12% Convertible Notes Due October 2019 [Member] | Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 90 | |||||||||||
12% Convertible Notes Due October 2019 [Member] | Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 2.47 | |||||||||||
12% Convertible Notes Due October 2019 [Member] | Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Discount Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 25 | |||||||||||
12% Convertible Notes Due October 2019 [Member] | Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, interest rate | 12.00% | 12.00% | ||||||||||
Notes payable, maturity date | Oct. 31, 2019 | Oct. 31, 2019 | ||||||||||
12% Convertible Notes Due November 2019 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, outstanding amount | $ 1,220,000 | $ 1,220,000 | ||||||||||
Convertible notes converted into shares of common stock | shares | 277,274 | |||||||||||
Warrants exercisable into shares of common stock | shares | 138,638 | |||||||||||
Exercise price of warrants, per share | $ / shares | $ 4.40 | |||||||||||
Amortization of debt discount | $ 118,000 | |||||||||||
Amortization period of interest expense | 1 year | |||||||||||
12% Convertible Notes Due November 2019 [Member] | Convertible Notes and Warrants [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible notes term | 1 year | |||||||||||
Notes payable, interest rate | 12.00% | |||||||||||
Convertible notes amount | $ 1,220,000 | |||||||||||
Warrants value | 118,000 | |||||||||||
Debt value | $ 1,102,000 | |||||||||||
Accretion of discount | $ 29,000 | |||||||||||
12% Convertible Notes Due November 2019 [Member] | Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 90 | |||||||||||
12% Convertible Notes Due November 2019 [Member] | Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 2.52 | |||||||||||
12% Convertible Notes Due November 2019 [Member] | Warrants [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Discount Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value assumption | 25 | |||||||||||
12% Convertible Notes Due November 2019 [Member] | Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable, interest rate | 12.00% | 12.00% | ||||||||||
Notes payable, maturity date | Nov. 30, 2019 | Nov. 30, 2019 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) | Jan. 09, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Jan. 31, 2018 |
Subsidiary Sale Of Stock [Line Items] | ||||
Warrants exercisable into shares of common stock | 570,287 | |||
Exercise price of warrants, per share | $ 9.15 | |||
Loss on extinguishment of debt | $ 9,000 | |||
Aggregate proceeds from exercise of warrants | $ 1,154,000 | |||
Settlement Agreement with Vendor [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Amount owed by vendor | $ 164,000 | |||
Issuance of restricted common shares | 93,448 | |||
Warrants exercisable into shares of common stock | 93,448 | 382,165 | 382,165 | |
Exercise price of warrants, per share | $ 1.64 | |||
Warrants exercisable beginning date | Jul. 9, 2019 | |||
Warrants exercisable expiration date | Jan. 9, 2022 | |||
Fair value of warrants estimated on the date of issuance | $ 59,000 | |||
Combined value of the stock and warrants | 173,000 | |||
Loss on extinguishment of debt | 9,000 | |||
Strike price per share | $ 3.02 | $ 3.02 | ||
Aggregate proceeds from exercise of warrants | $ 1,154,000 | |||
Settlement Agreement with Vendor [Member] | Restricted Stock Award [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Fair value of restricted stock estimated on the date of issuance | $ 114,000,000 | |||
Fair value assumption, discount rate | 25.00% | |||
Fair value assumption, risk-free interest rates | 2.52% | |||
Fair value assumption,expected term | 6 months | |||
Fair value assumption, expected volatility | 90.00% | |||
Settlement Agreement with Vendor [Member] | Warrants [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Fair value assumption, risk-free interest rates | 2.54% | |||
Fair value assumption,expected term | 3 years | |||
Fair value assumption, expected volatility | 90.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Smash Technologies LLC [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Product purchases | $ 77,000,000 | $ 46,000,000 |
Amounts outstanding and payable | $ 0 |
Recent Accounting Pronounceme_4
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Initial right-of-use assets | $ 4,346,000 | |
Operating lease, expense | $ 348,000 | |
ASU 2016 02 [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Initial right-of-use assets | $ 4,642,000 |
Recent Accounting Pronounceme_5
Recent Accounting Pronouncements - Schedule of Supplemental Lease Information (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Operating right of use assets | $ 4,346 |
Current operating lease liabilities | 867 |
Long-term operating lease liabilities | $ 3,479 |
Weighted-average remaining lease term in years | 5 years 9 months |
Weighted-average discount rate | 12.00% |
Recent Accounting Pronounceme_6
Recent Accounting Pronouncements - Schedule of Maturities of Operating Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining nine months) | $ 1,183 |
2020 | 1,290 |
2021 | 1,160 |
2022 | 835 |
2023 | 829 |
Thereafter | 1,593 |
Total lease payments | 6,890 |
Less: interest | 2,544 |
Total | 4,346 |
Less: current portion | 867 |
Long-term portion | $ 3,479 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of segment | 2 |
Segments - Schedule of Operatin
Segments - Schedule of Operating Results of Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 5,225 | $ 4,092 |
Gross profit | 1,244 | 981 |
Operating loss | (2,762) | (2,531) |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 5,225 | 4,092 |
Gross profit | 1,244 | 981 |
Operating loss | (1,177) | (1,428) |
Operating Segments [Member] | OneClick Retail Stores [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 4,353 | 2,616 |
Gross profit | 1,239 | 884 |
Operating loss | (839) | (1,022) |
Operating Segments [Member] | Cooltech Distribution [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 872 | 1,476 |
Gross profit | 5 | 97 |
Operating loss | $ (338) | $ (406) |
Segments - Reconciliation of Op
Segments - Reconciliation of Operating Loss to Cool Holdings as Reported (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating loss: | ||
Total consolidated operating loss | $ (2,762) | $ (2,531) |
Operating Segments [Member] | ||
Operating loss: | ||
Total consolidated operating loss | (1,177) | (1,428) |
Unallocated Expenses [Member] | ||
Operating loss: | ||
Total consolidated operating loss | $ (1,585) | $ (1,103) |
Segments - Schedule of Addition
Segments - Schedule of Additional Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 185 | $ 113 | |
Capital expenditures | 13 | 60 | |
Property and equipment, net | 900 | 459 | $ 1,009 |
Total assets | 13,892 | 28,963 | $ 13,691 |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 165 | 97 | |
Capital expenditures | 13 | 60 | |
Property and equipment, net | 816 | 293 | |
Total assets | 10,969 | 12,812 | |
Operating Segments [Member] | OneClick Retail Stores [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 163 | 94 | |
Capital expenditures | 13 | 60 | |
Property and equipment, net | 810 | 281 | |
Total assets | 10,178 | 3,919 | |
Operating Segments [Member] | Cooltech Distribution [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 2 | 3 | |
Property and equipment, net | 6 | 12 | |
Total assets | 791 | 8,893 | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 20 | 16 | |
Property and equipment, net | 84 | 166 | |
Total assets | $ 2,923 | $ 16,151 |
Geographic Information - Schedu
Geographic Information - Schedule of Sales by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | $ 5,225 | $ 4,092 |
Central America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | 20 | 95 |
South America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | 1,945 | 1,868 |
Caribbean [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | 952 | 723 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales by geographical area | $ 2,308 | $ 1,406 |
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, 2019 |
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 | 1-for-5 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. [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 | $ | $ 6,150,000 | ||||||||||
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 | ||||||||||
Cooltech Holding Corp. [Member] | Outstanding Stock Warrants and Options [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Merger consideration outstanding common stock, value | $ | $ 676,000 | ||||||||||
Cooltech Holding Corp. [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. [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. [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. [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) - Cooltech Holding Corp. [Member] $ in Thousands | Mar. 12, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 1,264 |
Accounts receivable | 2,692 |
Inventory | 3,190 |
Prepaid assets | 1,454 |
Fixed assets | 58 |
Goodwill | 3,343 |
Other assets | 28 |
Accounts payable | (2,744) |
Accrued expenses | (2,396) |
Long-term convertible debt | (735) |
Total | $ 6,154 |
Acquisition of Cooltech Corp -
Acquisition of Cooltech Corp - Additional Information (Detail) - Cooltech Corp. [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Jun. 01, 2018 | |
Business Acquisition [Line Items] | ||
Stock price, per share | $ 1 | |
Cash | $ 21,000 | |
Accounts payable | $ 21,000 | |
Gain recognized on pending claim | $ 1,277,000 |
Acquisition of Unitron Assets -
Acquisition of Unitron Assets - Additional Information (Detail) | Aug. 17, 2018USD ($)Store | Mar. 12, 2018shares | Jan. 05, 2018shares | Aug. 02, 2017shares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||
Business acquisition, net sales | $ 5,225,000 | $ 4,092,000 | ||||||
Business acquisition, operating loss | $ 2,762,000 | $ 2,531,000 | ||||||
Cooltech Holding Corp. ("Cooltech") [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, shares issued | shares | 675,656 | 100,000 | ||||||
Cooltech Holding Corp. ("Cooltech") [Member] | Restricted Stock Award [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, shares issued | shares | 625,000 | |||||||
Unitron Assets [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Advanced funds | $ 3,700,000 | |||||||
Assumption of debt under merger consideration | $ 868,000 | |||||||
Business acquisition, unaudited pro forma net sales | $ 26,503,000 | |||||||
Business acquisition, unaudited pro forma net loss | $ 22,383,000 | |||||||
Unitron Assets [Member] | Dominican Republic [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of retail electronic stores acquired | Store | 7 | |||||||
Business acquisition, net sales | $ 1,607,000 | |||||||
Business acquisition, operating loss | $ 204,000 |
Acquisition of Unitron Assets_2
Acquisition of Unitron Assets - Summary of Purchase Price Allocated to Net Assets Acquired in Transaction (Detail) - Unitron Assets [Member] | Aug. 17, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 18,000 |
Accounts receivable | 27,000 |
Inventory | 1,243,000 |
Other current assets | 601,000 |
Fixed assets | 332,000 |
Intangibles | 76,000 |
Goodwill | 4,399,000 |
Other assets | 41,000 |
Accounts payable | (2,169,000) |
Notes payable | (868,000) |
Total | $ 3,700,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 13, 2019 | May 09, 2019 | Apr. 25, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Notes payable, outstanding amount | $ 8,833,000 | $ 9,117,000 | ||||
Equity shares, grants | 0 | 0 | ||||
Subsequent Events [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Equity shares, grants | 700,000 | |||||
Equity shares, vested | 550,000 | |||||
Equity remaining shares to be vest | 150,000 | |||||
Equity shares, vesting period | 3 years | |||||
Subsequent Events [Member] | Unsecured Promissory Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Notes payable, outstanding amount | $ 750,000 | |||||
Notes payable, maturity date | May 31, 2019 | |||||
Notes payable, interest rate | 0.00% | |||||
Notes payable, fixed fee | $ 2,500 | |||||
Simply Mac, Inc. [Member] | Subsequent Events [Member] | Stock Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock purchase agreement date | May 9, 2019 | |||||
Aggregate consideration for stock purchase subject to adjustments | $ 6,900,000 | |||||
Cash consideration | $ 8,000,000 |