Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Creative Realities, Inc. | |
Trading Symbol | CREX | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 11,896,995 | |
Amendment Flag | false | |
Entity Central Index Key | 0001356093 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-33169 | |
Entity Incorporation, State or Country Code | MN | |
Entity Tax Identification Number | 41-1967918 | |
Entity Address, Address Line One | 13100 Magisterial Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Louisville | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 40223 | |
City Area Code | (502) | |
Local Phone Number | 791-8800 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,004 | $ 1,826 |
Accounts receivable, net of allowance of $600 and $1,230, respectively | 1,927 | 2,302 |
Unbilled receivables | 3 | 41 |
Work-in-process and inventories, net | 2,068 | 2,351 |
Prepaid expenses and other current assets | 1,635 | 507 |
Total current assets | 8,637 | 7,027 |
Operating lease right-of-use assets | 755 | 931 |
Property and equipment, net | 1,135 | 1,340 |
Intangibles, net | 3,511 | 3,790 |
Goodwill | 7,525 | 7,525 |
Other assets | 12 | 5 |
TOTAL ASSETS | 21,575 | 20,618 |
CURRENT LIABILITIES | ||
Short-term seller note payable | 1,637 | |
Accounts payable | 906 | 1,661 |
Accrued expenses | 1,832 | 2,142 |
Deferred revenues | 1,011 | 764 |
Customer deposits | 597 | 770 |
Current maturities of operating and finance leases | 277 | 359 |
Total current liabilities | 4,623 | 7,333 |
Long-term Payroll Protection Program note payable | 1,552 | |
Long-term related party loans payable, net of $200 and $168 discount, respectively | 4,470 | 4,436 |
Long-term related party convertible loans payable, at fair value | 2,190 | 2,270 |
Long-term obligations under operating leases | 478 | 584 |
Long-term accrued expenses | 108 | 108 |
TOTAL LIABILITIES | 11,869 | 16,283 |
SHAREHOLDERS’ EQUITY | ||
Common stock, $0.01 par value, 200,000 shares authorized; 11,877 and 10,924 shares issued and outstanding, respectively | 118 | 109 |
Additional paid-in capital | 59,777 | 56,712 |
Accumulated deficit | (50,189) | (52,486) |
Total shareholders’ equity | 9,706 | 4,335 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 21,575 | $ 20,618 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance receivable, net (in Dollars) | $ 600 | $ 1,230 |
Related party loans payable, net (in Dollars) | $ 200 | $ 168 |
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000 | 200,000 |
Common stock, shares issued | 11,877 | 10,924 |
Common stock, shares outstanding | 11,877 | 10,924 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Sales | ||||
Hardware | $ 1,296 | $ 1,601 | $ 4,112 | $ 2,968 |
Services and other | 1,981 | 2,055 | 4,169 | 4,392 |
Total sales | 3,277 | 3,656 | 8,281 | 7,360 |
Cost of sales | ||||
Hardware | 870 | 1,296 | 2,784 | 2,279 |
Services and other | 532 | 543 | 1,388 | 1,657 |
Total cost of sales | 1,402 | 1,839 | 4,172 | 3,936 |
Gross profit | 1,875 | 1,817 | 4,109 | 3,424 |
Operating expenses: | ||||
Sales and marketing expenses | 169 | 371 | 504 | 798 |
Research and development expenses | 58 | 245 | 229 | 558 |
General and administrative expenses | 1,666 | 1,960 | 3,775 | 4,473 |
Bad debt (recovery) / expense | 49 | 505 | (463) | 848 |
Depreciation and amortization expense | 344 | 380 | 688 | 746 |
Goodwill impairment | 10,646 | |||
Total operating expenses | 2,286 | 3,461 | 4,733 | 18,069 |
Operating loss | (411) | (1,644) | (624) | (14,645) |
Other income (expenses): | ||||
Interest expense | (182) | (260) | (431) | (487) |
Gain on settlement of obligations | 1,628 | 1 | 3,193 | 41 |
Change in fair value of Convertible Loan | (551) | 166 | (702) | |
Other expense | (3) | (1) | 1 | |
Total other income / (expense) | 1,443 | (811) | 2,929 | (1,148) |
Income/(loss) before income taxes | 1,032 | (2,455) | 2,305 | (15,793) |
Benefit/(provision) for income taxes | (7) | (4) | (8) | 151 |
Net income/(loss) | $ 1,025 | $ (2,459) | $ 2,297 | $ (15,642) |
Basic earnings/(loss) per common share (in Dollars per share) | $ 0.09 | $ (0.25) | $ 0.20 | $ (1.59) |
Diluted earnings/(loss) per common share (in Dollars per share) | $ 0.09 | $ (0.25) | $ 0.20 | $ (1.59) |
Weighted average shares outstanding - basic (in Shares) | 11,854 | 9,837 | 11,588 | 9,815 |
Weighted average shares outstanding - diluted (in Shares) | 11,862 | 9,837 | 11,596 | 9,815 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Activities: | ||
Net income/(loss) | $ 2,297 | $ (15,642) |
Adjustments to reconcile net income/(loss) to net cash used in operating activities | ||
Depreciation and amortization | 688 | 746 |
Amortization of debt discount | 101 | 169 |
Stock-based compensation | 895 | 169 |
Shares issued for services | 40 | |
Gain on forgiveness of Paycheck Protection Program | (1,552) | |
Gain on settlement of Seller Note | (1,538) | |
Change in fair value of Convertible Loan | (166) | 702 |
Deferred tax provision | (175) | |
Allowance for doubtful accounts | (30) | 744 |
Increase in notes due to in-kind interest | 310 | 199 |
Loss on goodwill impairment | 10,646 | |
Gain on settlement of obligations | (103) | (41) |
Changes to operating assets and liabilities: | ||
Accounts receivable and unbilled receivables | 443 | 1,631 |
Inventories | 283 | (2,252) |
Prepaid expenses and other current assets | (1,128) | (836) |
Operating lease right-of-use assets, net | 176 | 261 |
Other assets | (7) | (6) |
Accounts payable | (742) | 713 |
Deferred revenue | 247 | 311 |
Accrued expenses | (220) | (414) |
Deposits | (173) | 418 |
Operating lease liabilities, non-current | (184) | (258) |
Net cash used in operating activities | (363) | (2,915) |
Investing activities | ||
Purchases of property and equipment | (10) | (59) |
Capitalization of third-party labor for software development | (102) | (172) |
Capitalization of internal labor for software development | (92) | (177) |
Net cash used in investing activities | (204) | (408) |
Financing activities | ||
Principal payments on finance leases | (4) | (14) |
Proceeds from Paycheck Protection Program loan | 1,552 | |
Issuance of common stock – warrant exercise | 121 | |
Repayment of Seller Note | (100) | |
Proceeds from sale of shares via registered direct offering, net | 1,849 | |
Net cash provided by financing activities | 1,745 | 1,659 |
Increase/(decrease) in Cash and Cash Equivalents | 1,178 | (1,664) |
Cash and Cash Equivalents, beginning of period | 1,826 | 2,534 |
Cash and Cash Equivalents, end of period | $ 3,004 | $ 870 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Common Stock | Additional paid in capital | Accumulated (Deficit) | Total |
Balance at Dec. 31, 2019 | $ 98 | $ 54,052 | $ (35,642) | $ 18,508 |
Balance (in Shares) at Dec. 31, 2019 | 9,774,546 | |||
Shares issued to directors as compensation | 50 | 50 | ||
Shares issued to directors as compensation (in Shares) | 52,477 | |||
Exercise of warrants | 121 | 121 | ||
Exercise of warrants (in Shares) | 27,600 | |||
Stock-based compensation | 119 | 119 | ||
Net income (loss) | (15,642) | (15,642) | ||
Balance at Jun. 30, 2020 | $ 98 | 54,342 | (51,284) | 3,156 |
Balance (in Shares) at Jun. 30, 2020 | 9,854,623 | |||
Balance at Mar. 31, 2020 | $ 98 | 54,102 | (48,825) | 5,375 |
Balance (in Shares) at Mar. 31, 2020 | 9,794,971 | |||
Shares issued to directors as compensation | 19 | 19 | ||
Shares issued to directors as compensation (in Shares) | 32,052 | |||
Exercise of warrants | 121 | 121 | ||
Exercise of warrants (in Shares) | 27,600 | |||
Stock-based compensation | 100 | 100 | ||
Net income (loss) | (2,459) | (2,459) | ||
Balance at Jun. 30, 2020 | $ 98 | 54,342 | (51,284) | 3,156 |
Balance (in Shares) at Jun. 30, 2020 | 9,854,623 | |||
Balance at Dec. 31, 2020 | $ 109 | 56,712 | (52,486) | 4,335 |
Balance (in Shares) at Dec. 31, 2020 | 10,924,287 | |||
Shares issued for services | 40 | 40 | ||
Shares issued for services (in Shares) | 22,204 | |||
Shares issued to directors as compensation | 50 | $ 50 | ||
Shares issued to directors as compensation (in Shares) | 33,044 | 22,204 | ||
Stock-based compensation | 845 | $ 845 | ||
Conversion of Disbursed Escrow Loan | $ 1 | 263 | 264 | |
Conversion of Disbursed Escrow Loan (in Shares) | 97,144 | |||
Gain on Extinguishment of Special Loan | 26 | 26 | ||
Sales of Shares via registered direct offering, net of offering cost | $ 8 | 1,841 | 1,849 | |
Sales of Shares via registered direct offering, net of offering cost (in Shares) | 800,000 | |||
Net income (loss) | 2,297 | 2,297 | ||
Balance at Jun. 30, 2021 | $ 118 | 59,777 | (50,189) | 9,706 |
Balance (in Shares) at Jun. 30, 2021 | 11,876,679 | |||
Balance at Mar. 31, 2021 | $ 118 | 59,381 | (51,214) | 8,285 |
Balance (in Shares) at Mar. 31, 2021 | 11,840,811 | |||
Shares issued for services | 40 | 40 | ||
Shares issued for services (in Shares) | 22,204 | |||
Shares issued to directors as compensation | 25 | 25 | ||
Shares issued to directors as compensation (in Shares) | 13,664 | |||
Stock-based compensation | 331 | 331 | ||
Net income (loss) | 1,025 | 1,025 | ||
Balance at Jun. 30, 2021 | $ 118 | $ 59,777 | $ (50,189) | $ 9,706 |
Balance (in Shares) at Jun. 30, 2021 | 11,876,679 |
Nature of Organization and Oper
Nature of Organization and Operations | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Organization and Operations [Abstract] | |
NATURE OF ORGANIZATION AND OPERATIONS | NOTE 1: NATURE OF ORGANIZATION AND OPERATIONS Unless the context otherwise indicates, references in these Notes to the accompanying condensed consolidated financial statements to “we,” “us,” “our” and “the Company” refer to Creative Realities, Inc. and its subsidiaries. Nature of the Company’s Business Creative Realities, Inc. is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include: digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management, and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows; and proprietary processes and automation tools. Our main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries Allure Global Solutions, Inc., a Georgia corporation (“Allure”), and Creative Realities Canada, Inc., a Canadian corporation. Our other wholly owned subsidiaries, Creative Realities, LLC, a Delaware limited liability company, and ConeXus World Global, LLC, a Kentucky limited liability company, are effectively dormant. Liquidity and Financial Condition The accompanying Condensed Consolidated Financial Statements have been prepared on the basis of the realization of assets and the satisfaction of liabilities and commitments in the normal course of business and do not include any adjustments to the recoverability and classifications of recorded assets and liabilities as a result of uncertainties. For the three months ended June 30, 2021 and 2020 we have recognized/(incurred) net income/(losses) of $1,025 and ($2,459), respectively. For the six months ended June 30, 2021 and 2020, we recognized/(incurred) net income/(losses) of $2,297 and ($15,642), respectively. As of June 30, 2021, we had cash and cash equivalents of $3,004 and a working capital surplus of $4,014. On January 11, 2021, we received a notice from Old National Bank regarding forgiveness of the loan in the principal amount of $1,552 (the “PPP Loan”) that was made pursuant to the Small Business Administration Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act of 2020. According to such notice, the full principal amount of the PPP Loan and the accrued interest have been forgiven, resulting in a gain of $1,552 during the three months ended March 31, 2021. On February 18, 2021, the Company entered into a securities purchase agreement with an institutional investor which provided for the issuance and sale by the Company of 800,000 shares of the Company’s common stock (the “Shares”), in a registered direct offering (the “Offering”) at a purchase price of $2.50 per Share, for gross proceeds of $2,000. The net proceeds from the Offering after paying estimated offering expenses were approximately $1,849, which the Company intends to use for general corporate purposes. The closing of the Offering occurred on February 22, 2021. On March 7, 2021, the Company and Slipstream entered into an agreement to refinance the Company’s Loan and Security Agreement, including (1) the extension of all maturity dates therein to March 31, 2023, (2) the conversion of the Disbursed Escrow Promissory Note into equity, (3) access to an additional $1,000 via a multi-advance line of credit facility, and (4) the removal of the three times liquidation preference with respect to the Company’s Secured Convertible Special Loan Promissory Note. On May 13, 2021, the Company and Christie Digital Systems, Inc. (“Seller”) entered into a settlement agreement with respect to the Amended and Restated Seller Note wherein neither party admitted liability, and the Company agreed to pay, and Seller agreed to accept, $100 as settlement in full for the outstanding balance of principal and accrued interest under the Amended and Restated Seller Note and a mutual release of all claims related to the Seller Note and sale transaction under the Allure Purchase Agreement and all related agreements. The settlement resulted in the Company recording a gain on settlement of obligations of $1,624, representing $1,538 related to the Seller Note and $86 of related interest thereon, during the three months ended June 30, 2021. Management believes that, based on (i) the forgiveness of our PPP Loan, (ii) the execution of the Offering and remaining availability for incremental offerings under our previously registered Form S-3 (including our current at-the-market offering), (iii) the refinancing of our debt, including extension of the maturity date on our term and convertible loans, as well as access to incremental borrowings under the new multi-advance line of credit, (iv) the settlement of the Seller Note, and (v) our operational forecast through 2022, we can continue as a going concern through at least August 16, 2022. However, given our history of net losses and cash used in operating activities, we obtained a continued support letter from Slipstream through August 16, 2022. We can provide no assurance that our ongoing operational efforts will be successful, which could have a material adverse effect on our results of operations and cash flows. See Note 8 Loans Payable |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies consistently applied in the preparation of the accompanying Condensed Consolidated Financial Statements follows: 1. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the applicable instructions to Form 10-Q and Regulation S-X and include all of the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements of the Company and related footnotes for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2021. The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. Management believes the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair statement of results for the interim periods presented. 2. Revenue Recognition We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. The Company receives variable consideration in very few instances. Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company does not have any material extended payment terms as payment is due at or shortly after the time of the sale, typically ranging between thirty and ninety days. Observable prices are used to determine the standalone selling price of separate performance obligations or a cost plus margin approach when one is not available. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue. The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation. The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that do not exceed one year. 3. Inventories Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out (FIFO) method, and consist of the following: June 30, December 31, 2021 2020 Raw materials, net of reserve of $131 and $104, respectively $ 1,912 $ 1,920 Inventory on consignment with distributors 11 208 Work-in-process 145 223 Total inventories $ 2,068 $ 2,351 4. Impairment of Long-Lived Assets We review the carrying value of all long-lived assets, including property and equipment, for impairment in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets If the impairment tests indicate that the carrying value of the asset is greater than the expected undiscounted cash flows to be generated by such asset, an impairment loss would be recognized. The impairment loss is determined as the amount by which the carrying value of such asset exceeds its fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Considerable management judgment is necessary to estimate the fair value of assets, and accordingly, actual results could vary significantly from such estimates. 5. Basic and Diluted Income/(Loss) per Common Share Basic and diluted income/(loss) per common share for all periods presented is computed using the weighted average number of common shares outstanding. Basic weighted average shares outstanding includes only outstanding common shares. Diluted weighted average shares outstanding includes outstanding common shares and potential dilutive common shares outstanding in accordance with the treasury stock method. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling approximately 6,964,517 at June 30, 2021 were excluded from the computation of income/(loss) per share as the strike price on the options and warrants were higher than the Company’s market price and therefore anti-dilutive. Diluted weighted average shares outstanding for the three and six-months ended June 30, 2021 included 8,333 options which were both exercisable and in-the-money as of June 30, 2021. Those options were included in the calculation of diluted earnings per share as of the beginning of the calculation period. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling approximately 7,309,998 at June 30, 2020 were excluded from the computation of income/(loss) per share due to the net loss in the period. In calculating diluted earnings per share for the three and six months ended June 30, 2021 and 2020, in accordance with ASC 260, Earnings per share 6. Income Taxes Deferred income taxes are recognized in the financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in basis of intangibles, stock-based compensation, reserves for uncollectible accounts receivable and inventory, differences in depreciation methods, and accrued expenses. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions utilizing an established recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We had no uncertain tax positions as of June 30, 2021 and December 31, 2020. 7. Goodwill We follow the provisions of ASC 350, Intangibles – Intangible Assets and Goodwill 8. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: the allowance for doubtful accounts, valuation allowances related to deferred taxes, the fair value of acquired assets and liabilities, the fair value of liabilities reliant upon the appraised fair value of the Company, valuation of stock-based compensation awards and other assumptions and estimates used to evaluate the recoverability of long-lived assets, goodwill and other intangible assets and the related amortization methods and periods. Actual results could differ from those estimates. 9. Leases We account for leases in accordance with ASC 842, Leases We determine if an arrangement is a lease at inception. Right of use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is a hypothetical rate based on our understanding of what our credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Operating leases are included in operating lease right-of-use assets, current maturities of operating leases, and long-term obligations under operating leases on our condensed consolidated balance sheets. Finance leases are included in property and equipment, net, current maturities of finance leases, and long-term obligations under financing leases on our condensed consolidated balance sheets. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 3: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Recently adopted None. Not yet adopted In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | NOTE 4: REVENUE RECOGNITION The Company applies ASC 606 for revenue recognition. The following table disaggregates the Company’s revenue by major source for the three and six months ended June 30, 2021 and 2020: (in thousands) Three Months Three Months Six Months Six Months Hardware $ 1,296 $ 1,601 $ 4,112 $ 2,968 Services: Installation Services 497 463 1,072 1,332 Software Development Services 93 37 367 179 Managed Services 1,391 1,555 2,730 2,881 Total Services 1,981 2,055 4,169 4,392 Total Hardware and Services $ 3,277 $ 3,656 $ 8,281 $ 7,360 System hardware sales System hardware revenue is recognized generally upon shipment of the product or customer acceptance depending upon contractual arrangements with the customer in instances in which the sale of hardware is the sole performance obligation. Shipping charges billed to customers are included in hardware sales and the related shipping costs are included in hardware cost of sales. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. System hardware revenues are classified as “Hardware” within our disaggregated revenue. Installation services The Company performs outsourced installation services for customers and recognizes revenue upon completion of the installations. Installation services also includes engineering services performed as part of an installation project. When system hardware sales include installation services to be performed by the Company, the goods and services in the contract are not distinct, so the arrangement is accounted for as a single performance obligation. Our customers control the work-in-process and can make changes to the design specifications over the contract term. Revenues are recognized over time as the installation services are completed based on the relative portion of labor hours completed as a percentage of the budgeted hours for the installation. Installation services revenues are classified as “Installation Services” within our disaggregated revenue. The aggregate amount of the transaction price allocated to installation service performance obligations that are partially unsatisfied as of June 30, 2021 and 2020 were $0. Software design and development services Software and software license sales are recognized as revenue when a fixed fee order has been received and delivery has occurred to the customer. Revenue is recognized generally upon customer acceptance (point-in-time) of the software product and verification that it meets the required specifications. Software is delivered to customers electronically. Software design and development revenues are classified as “Software Development Services” within our disaggregated revenue. Software as a service Software as a service includes revenue from software licensing and delivery in which software is licensed on a subscription basis and is centrally hosted. These services often include software updates which provide customers with rights to unspecified software product upgrades and maintenance releases and patches released during the term of the support period. Contracts for these services are generally 12-36 months in length. We account for revenue from these services in accordance with ASC 985-20-15-5 and recognize revenue ratably over the performance period. Software as a service revenues are classified as “Managed Services” within our disaggregated revenue. Maintenance and support services The Company sells maintenance and support services which include access to technical support personnel for software and hardware troubleshooting and monitoring of the health of a customer’s network, access to a sophisticated web-portal for managing the end-to-end hardware and software digital ecosystem, and hosting support services through our network operations center, or NOC. These services provide either physical or automated remote monitoring which support customer networks 7 days a week, 24 hours a day. These contracts are generally 12-36 months in length and generally automatically renew for additional 12-month periods unless cancelled by the customer. Rates for maintenance and support contracts are typically established based upon a fee per location or fee per device structure, with total fees subject to the number of services selected. Revenue is recognized ratably and evenly over the term of the agreement. Maintenance and Support revenues are classified as “Managed Services” within our disaggregated revenue. The Company also performs time and materials-based maintenance and repair work for customers. Revenue is recognized at a point in time when the performance obligation has been fully satisfied. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 5: FAIR VALUE MEASUREMENT We measure certain financial assets, including cash equivalents, at fair value on a recurring basis. In accordance with ASC 820-10-30, fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820-10-35 establishes a three-level hierarchy that prioritizes the inputs used in measuring fair value. The three hierarchy levels are defined as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets. Level 2 — Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. Level 3 — Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing. As discussed in Note 7 Intangible Assets, Including Goodwill As discussed in Note 8 Loans Payable |
Supplemental Cash Flow Statemen
Supplemental Cash Flow Statement Information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Statement Information [Abstract] | |
SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION | NOTE 6: SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION Six Months Ended June 30, 2021 2020 Supplemental Cash Flow Information Cash paid during the period for: Interest $ - $ - Income taxes, net $ 20 $ 2 |
Intangible Assets, Including Go
Intangible Assets, Including Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, INCLUDING GOODWILL | NOTE 7: INTANGIBLE ASSETS, INCLUDING GOODWILL Intangible Assets Intangible assets consisted of the following at June 30, 2021 and December 31, 2020: June 30, December 31, 2021 2020 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Technology platform $ 4,635 3,526 $ 4,635 3,400 Customer relationships 3,960 1,596 5,330 2,870 Trademarks and trade names 640 602 1,020 925 9,235 5,724 10,985 7,195 Accumulated amortization 5,724 7,195 Net book value of amortizable intangible assets $ 3,511 $ 3,790 For the three months ended June 30, 2021 and 2020, amortization of intangible assets charged to operations was $139 and $158, respectively. For the six months ended June 30, 2021 and 2020 amortization of intangible assets charged to operations was $279 and $317, respectively. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is subject to an impairment review at a reporting unit level, on an annual basis as of the end of September of each fiscal year, or when an event occurs, or circumstances change that would indicate potential impairment. The Company has only one reporting unit, and therefore the entire goodwill is allocated to that reporting unit. There were no indicators of impairment as of or during the three and six months ended June 30, 2021. Interim Impairment Assessment – March 31, 2020 Despite the excess fair value identified in our 2019 annual impairment assessment, we determined that the reduced cash flow projections and the significant decline in our market capitalization as a result of the COVID-19 pandemic during the three months ended March 31, 2020 indicated that an impairment loss may have been incurred during the first quarter. As a result of our qualitative assessment, we concluded that indicators of impairment were present and that a quantitative interim impairment assessment of our goodwill was necessary, resulting in us recording a non-cash impairment loss of $10,646 as of March 31, 2020. We recorded the estimated impairment losses in the caption “Goodwill impairment” in our Consolidated Statement of Operations. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 8: LOANS PAYABLE The outstanding debt with detachable warrants, as applicable, are shown in the table below. Further discussion of the debt follows. As of June 30, 2021 Debt Type Issuance Principal Maturity Warrants Interest Rate Information G 3/7/2021 4,670 3/31/2023 649,965 8.0% interest (1) H 3/7/2021 2,356 3/31/2023 - 10.0% interest (1) Total debt, gross 7,026 649,965 Fair value (H) (166 ) Total debt, gross 6,860 Debt discount (200 ) Total debt, net $ 6,660 Less current maturities - Long term debt $ 6,660 As of December 31, 2020 Debt Type Issuance Principal Maturity Warrants Interest Rate Information A 6/30/2018 $ 264 N/A - 0.0% interest B 1/16/2018 1,085 3/31/2023 61,729 10.0% interest C 8/17/2016 3,255 3/31/2023 588,236 10.0% interest D 11/19/2018 1,637 2/15/2020 - 3.5% interest E 12/30/2019 2,177 3/31/2023 - 10.0% interest F 4/27/2020 1,552 4/27/2022 - 1.0% interest Total debt, gross 9,970 649,965 Fair value (E) 93 Total debt, gross 10,063 Debt discount (168 ) Total debt, net $ 9,895 Less current maturities (1,637 ) Long term debt $ 8,258 A – Secured Disbursed Escrow Promissory Note with related party B – Secured Revolving Promissory Note with related party C – Term Loan with related party D – Amended and Restated Seller Note from acquisition of Allure E – Secured Convertible Special Loan Promissory Note, at fair value F – Paycheck Protection Program Loan from Small Business Administration G – New Term Loan with related party H – Convertible Loan with related party, at fair value (1) Interest is paid-in-kind (“PIK”) through October 2021, at which point interest becomes payable in cash. SBA Paycheck Protection Program Loan On April 27, 2020, the Company entered into a Promissory Note with Old National Bank (the “Promissory Note”), which provided for an unsecured loan of $1,552 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”). The Promissory Note had a term of two years with a 1% per annum interest rate. On January 11, 2021, the Company received a notice from Old National Bank that the full principal amount of the PPP Loan and the accrued interest have been forgiven, resulting in a gain of $1,552 during the six months ended June 30, 2021. Amended and Restated Loan and Security Agreement On March 7, 2021, the Company refinanced their current debt facilities with Slipstream Communications, LLC (“Slipstream”), pursuant to an Amended and Restated Credit and Security Agreement (the “Credit Agreement”). The debt facilities continue to be fully secured by all assets of the Company. The maturity date (“Maturity Date”) on the outstanding debt and new debt was extended to March 31, 2023. The Credit Agreement (i) provides $1,000 of availability under a line of credit (the “Line of Credit”), (ii) consolidates our existing term and revolving line of credit facilities into a new term loan (the “New Term Loan”) having an aggregate principal balance of approximately $4,550 (including a 3.0% issuance fee capitalized into the principal balance), (iii) increases the outstanding special convertible term loan (the “Convertible Loan”) to approximately $2,280 (including a 3.0% issuance fee capitalized into the principal balance), and (iv) extinguishes the outstanding obligations owed with respect to a $264 existing disbursed escrow loan in exchange for shares of the Company’s common stock (the “Disbursed Escrow Conversion Shares”), valued at $2.718 per share (the trailing 10-day VWAP as reported on the Nasdaq Capital Market as of the date of execution of the Credit Agreement). The Line of Credit and Convertible Loan accrue interest at 10% per year, and the New Term Loan accrues interest at 8% per year. The New Term Loan requires no principal payments until the Maturity Date, and interest payments are payable on the first day of each month until the Maturity Date. All interest payments owed prior to October 1, 2021 are payable as PIK payments, or increases to the principal balance of the New Term Loan only. The Line of Credit and Convertible Loan require payments of accrued interest payable on the first day of each month through April 1, 2022. All such interest payments made prior to October 1, 2021 are payable as PIK payments, or increases to the principal balances under the Line of Credit and Convertible Loan only. No principal payments are owed under the Line of Credit or Convertible Loan until April 1, 2022, at which time all principal and interest on each of the Line of Credit and Convertible Loan will be paid in monthly installments until the Maturity Date to fully amortize outstanding principal by the Maturity Date. All payments of interest (other than PIK payments) and principal on the Line of Credit and Convertible Loan may be paid, in the Company’s sole discretion, in shares of the Company’s Common Stock (the “Payment Shares,” and together with the Disbursed Escrow Conversion Shares, the “Shares”). The Payment Shares will be valued on a per-Share basis at 70% of the VWAP of the Company’s shares of common stock as reported on the Nasdaq Capital Market for the 10 trading days immediately prior to the date such payment is due; provided that the Payment Shares shall not be valued below $0.50 per Share (the “Share Price”). The Credit Agreement limits the Company’s ability to issue Shares as follows (the “Exchange Limitations”): (1) The total number of Shares that may be issued under the Credit Agreement will be limited to 19.99% of the Company’s outstanding shares of common stock on the date the Credit Agreement is signed (the “Exchange Cap”), unless stockholder approval is obtained to issue shares in excess of the Exchange Cap; (2) if Slipstream and its affiliates (the “Slipstream Group”) beneficially own the largest ownership position of shares of Company common stock immediately prior to the proposed issuance of Payment Shares and such shares are less than 19.99% of the then-issued and outstanding shares of Company common stock, the issuance of such Payment Shares will not cause the Slipstream Group to beneficially own in excess of 19.99% of the issued and outstanding shares of Company common stock after such issuance unless stockholder approval is obtained for ownership in excess of 19.99%; and (3) if the Slipstream Group does not beneficially own the largest ownership position of shares of Company common stock immediately prior to the proposed issuance of Payment Shares, the Company may not issue Payment Shares to the extent that such issuance would result in Slipstream Group beneficially owning more than 19.99% of the then issued and outstanding shares of Company common stock unless (A) such ownership would not be the largest ownership position in the Company, or (B) stockholder approval is obtained for ownership in excess of 19.99%. On May 17, 2021, the Company’s stockholders approved the issuance of Shares in excess of the Exchange Limitations. We evaluated the instruments within the Credit Agreement separately for purposes of concluding on whether the amendment represented a modification or extinguishment in accordance with ASC 470 Debt The Convertible Loan was deemed to have had a substantive conversion feature both added and removed via the Credit Agreement, one which the holder is reasonably willing and able to exercise their rights under the agreement, resulting in extinguishment accounting for the Convertible Loan during the three months ended March 31, 2021. Pursuant to ASC 825-10-25-1, Fair Value Option We evaluated the Credit Agreement in accordance with ASC 470 Debt Loan and Security Agreement History Ninth, Tenth, Eleventh, Twelfth, and Thirteenth Amendment; Modification of Conversion Date of Special Loan under Loan and Security Agreement On February 28, 2021, January 31, 2021, December 31, 2020, November 30, 2020, and September 29, 2020, the Company entered into amendments to Loan and Security Agreement with its subsidiaries and Slipstream to amend the automatic conversion date of the Special Loan. Each amendment extended the automatic conversion date of the Special Loan. The Company paid no fees in exchange for these extensions. Secured Disbursed Escrow Promissory Note The Fourth Amendment to the Loan and Security Agreement included entry into a Secured Disbursed Escrow Promissory Note between the Company and Slipstream, and, effective June 30, 2018, we drew $264 in conjunction with our exit from a previously leased operating facility. The principal amount of the Secured Disbursed Escrow Promissory Note bears no interest. Upon entry into the Credit Agreement on March 7, 2021, this note was converted into Disbursed Escrow Conversion Shares, with elimination of the debt recorded as an equity issuance with the Statement of Shareholders Equity during the three months ended March 31, 2021. Amended and Restated Seller Note from acquisition of Allure The Amended and Restated Seller Note represented a note payable due from Allure to Seller, under a pre-existing Seller Note which was amended and restated to a reduced amount of $1,637 through the Stock Purchase Agreement and a subsequent net working capital adjustment. That debt accrued interest at 3.5% per annum, and required us to make quarterly payments of interest only through February 19, 2020, on which date the promissory note matured and all remaining amounts owing thereunder became due. On February 20, 2020, Creative Realities, Inc. and Allure made a demand for arbitration against Seller for (1) breach of contract, (2) indemnification, and (3) fraudulent misrepresentation under the Allure Purchase Agreement. On May 13, 2021, the Company and Seller entered into a settlement agreement wherein neither party admitted liability, and the Company agreed to pay, and Seller agreed to accept, $100 as settlement in full for the outstanding balance of principal and accrued interest under the Amended and Restated Seller Note and a mutual release of all claims related to the Amended and Restated Seller Note and sale transaction under the Allure Purchase Agreement and all related agreements. As a result of this settlement, the full principal amount of the Seller Note and the accrued interest have been eliminated, resulting in a gain in the Condensed Consolidated Financial statements of $1,624, representing $1,538 related to the Seller Note and $86 of related interest thereon, during the three months ended June 30, 2021 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9: COMMITMENTS AND CONTINGENCIES Litigation On August 2, 2019, the Company filed suit in Jefferson Circuit Court, Kentucky, against a supplier of Allure for breach of contract, breach of warranty, and negligence with respect to equipment installations performed by such supplier for an Allure customer. On October 10, 2019, the Allure customer that is the basis of our claim above sent a demand to the Company for payment of $3,200 as settlement for an alleged breach of contract related to hardware failures of equipment installations performed by Allure between November 2017 and August 2018. The suits filed by and against Allure have been adjoined in the Jefferson Circuit Court, Kentucky in January 2020. These suits remain in the early stages of litigation and, as a result, the outcome of the suit and the allocation of liability, if any, remain unclear, so the Company is unable to reasonably estimate the possible liability, recovery, or range of magnitude for either the liability or recover, if any, at the time of this filing. The Company has notified its insurance company on notice of potential claims and continues to evaluate both the claim made by the customer and potential avenues for recovery against third parties should the customer prevail. Except as noted above, the Company is not party to any other material legal proceedings, other than ordinary routine litigation incidental to the business, as of August 16, 2021, and there were no other such proceedings pending during the period covered by this Report. Settlement of obligations During the six months ended June 30, 2021, (i) the full principal amount of the PPP Loan and the accrued interest of $1,552 were forgiven and recorded as a gain on settlement, and (ii) the Company settled the Amended and Restated Seller Note and related accrued interest for $100, recording a gain on settlement of $1,624, representing $1,538 related to the Amended and Restated Seller Note and $86 of related interest thereon, during the three months ended June 30, 2021. During the three and six months ended June 30, 2021 and 2020, the Company settled and/or wrote off obligations of $15 and $59, respectively, for aggregate cash payments of $2 and $19, respectively, resulting in recognition of a gain on settlement of $13 and $40, respectively. Employee-related Expenses During the three months ended March 31, 2020, we completed a reduction-in-force and accrued one-time termination benefits related to severance to the affected employees of $135, the total of which was paid during the three months ended June 30, 2020. There were no comparable activities during the three or six months ended June 30, 2021. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10: RELATED PARTY TRANSACTIONS In addition to the financing transactions with Slipstream, a related party, discussed in Note 8 Loans Payable 33 Degrees Convenience Connect, Inc., a related party that is approximately 17.5% owned by a member of our senior management (“33 Degrees”), is a customer of both equipment and services from the Company. For the three and six months ended June 30, 2021, the Company had sales to 33 Degrees of $171, or 5.2%, and $282, or 3.4%, respectively, of consolidated revenue. For the three and six months ended June 30, 2020, the Company had sales to 33 Degrees of $291, or 8.0%, and $791, or 10.7%, respectively, of consolidated revenue. Accounts receivable due from 33 Degrees was $21, or 0.9%, and $40, or 1.2% of consolidated accounts receivable at June 30, 2021 and December 31, 2020, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11: INCOME TAXES Our deferred tax assets are primarily related to net federal and state operating loss carryforwards (NOLs). We have substantial NOLs that are limited in usage by IRC Section 382. IRC Section 382 generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership within a statutory testing period. We have performed a preliminary analysis of the annual NOL carryforwards and limitations that are available to be used against taxable income. Based on the history of losses of the Company, there continues to be a full valuation allowance against the net deferred tax assets of the Company with a definite life. For the three and six-months ended June 30, 2021, we reported tax expense of $7 and $8, respectively. As of June 30, 2021, the net deferred tax assets totaled $0 after valuation allowance, consistent with December 31, 2020. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrant Disclosure [Abstract] | |
WARRANTS | NOTE 12: WARRANTS A summary of outstanding warrants is included below: Warrants (Equity) Amount Weighted Average Exercise Price Weighted Average Remaining Contractual Life Balance January 1, 2021 4,426,900 $ 4.62 2.83 Warrants issued - - - Warrants expired (67,859 ) 5.76 - Balance June 30, 2021 4,359,041 $ 4.56 2.11 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13: STOCK-BASED COMPENSATION A summary of outstanding options is included below: Time Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $0.01 - $3.00 1,525,000 8.92 $ 2.52 508,333 $ 2.52 $3.01 - $7.50 184,830 4.85 $ 6.72 168,163 $ 6.64 $7.51+ 103,979 3.95 11.74 99,187 $ 11.89 1,813,809 8.22 $ 3.48 775,683 Performance Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $0.01 - $3.00 800,000 8.93 $ 2.53 - $ - 800,000 8.93 $ 2.53 - Time Vesting Options Performance Vesting Options Weighted Weighted Average Average Options Exercise Options Exercise Date/Activity Outstanding Price Outstanding Price Balance, December 31, 2020 1,813,809 $ 3.48 800,000 $ 2.53 Granted - - - - Exercised - - - - Forfeited or expired - - - - Balance, June 30, 2021 1,813,809 3.48 800,000 $ 2.53 The weighted average remaining contractual life for options exercisable is 7.5 years as of June 30, 2021. Valuation Information for Stock-Based Compensation For purposes of determining estimated fair value under FASB ASC 718-10, Stock Compensation On June 1, 2020 the Board of Directors of the Company granted 10-year options to purchase an aggregate of 2,380,000 shares of its common stock to employees of the Company subject to shareholder approval of an increase in the reserve of shares authorized for issuance under the Company’s 2014 Stock Incentive Plan (as amended, the “Plan”). On July 10, 2020, the Company held a special meeting of the Company’s shareholders at which the shareholders approved the amendment to the Plan, which increased the reserve of shares authorized for issuance thereunder to 6,000,000 shares. Of the 2,380,000 options awarded, 1,580,000 vest over 3 years and have an exercise price of $2.53, the market value of the Company’s common stock on the grant date. The fair value of the options on the grant date was $1.87 and was determined using the Black-Scholes model. These values were calculated using the following weighted average assumptions: Risk-free interest rate 0.66 % Expected term 6.25 years Expected price volatility 89.18 % Dividend yield 0 % The remaining 800,000 options awarded vest in equal installments over a three-year period subject to satisfying the Company revenue target and earnings before interest, taxes, depreciation and amortization (“EBITDA”) target for the applicable year. In each of calendar years 2020, 2021 and 2022, one-third of the total shares may vest (if the revenue and EBITDA targets are met), and the shares that are subject to vesting each year are allocated equally to each of the revenue and EBITDA targets for such year. These performance options include a catch-up provision, where any options that did not vest during a prior year due to the Company’s failure to meet a prior revenue or EBITDA target may vest in a subsequent vesting year if the revenue or EBITDA target, as applicable, is met in the future year. The revenue and EBITDA targets for the following three years are as follows: Calendar Year Revenue Target EBITDA Target 2020 $32 million $2.2 million 2021 $35 million $3.1 million 2022 $38 million $3.5 million The exercise price of the foregoing options is $2.53 per share, the closing price of the Company’s common stock on the date of issuance. The options were issued from the Plan. The fair value of the options on the grant date was $1.87 and was determined using the Black-Scholes model. These values were calculated using the same weighted average assumptions as the time vesting options issued. Performance against the identified revenue and EBITDA targets will be assessed quarterly by the Company in order to determine whether any compensation expense should be recorded. During the three months ended March 31, 2021, the Company deemed it probable that the Company would achieve the EBITDA target for Calendar Year 2021 and recorded catch-up compensation expense in the Consolidated Statement of Operations with respect to these awards of $263 during the three months ended March 31, 2021. These awards have not yet vested and are subject to actual results for the full fiscal year 2021. Should this target not be achieved, amounts recorded as expense in the Condensed Consolidated Statement of Operations would be reversed. The Company recorded $79 during the three months ended June 30, 2021 and anticipates recording $79 in each subsequent quarter of 2021 related to the EBITDA target for Calendar Year 2020 and 2021 portion of these awards. Stock Compensation Expense Information ASC 718-10, Stock Compensation In October 2014, the Company’s shareholders approved the 2014 Stock Incentive Plan, under which 7,390,355 shares were reserved for purchase by the Company’s employees. In August 2018, a special meeting of shareholders was held in which the shareholders voted to amend the Company’s 2014 Stock Incentive Plan to increase the reserve of shares authorized for issuance thereunder, from 7,390,355 shares to 18,000,000 shares. Following a 1-for-30 reverse stock split, the shares authorized for issuance under the Company’s 2014 Stock Incentive Plan was reduced to 600,000. On July 10, 2020, the Company’s shareholders approved an amendment to the Company’s 2014 Stock Incentive Plan to increase the reserve of authorized for issuance thereunder to 6,000,000. Employee Awards Compensation expense recognized for the issuance of stock options, inclusive of performance-restricted stock options, for the three and six months ended June 30, 2021 of $356 and $895, respectively, was included in general and administrative expense in the Condensed Consolidated Financial Statements. Compensation expense recognized for the issuance of stock options for the three and six months ended June 30, 2020 of $19 and $119, respectively, was included in general and administrative expense in the Condensed Consolidated Financial Statements. Amounts recorded include stock compensation expense for awards granted to directors of the Company in exchange for services at fair value. As of June 30, 2021, there was approximately $1,861 and $1,157 of total unrecognized compensation expense related to unvested share-based awards with time vesting and performance vesting criteria, respectively. As of June 30, 2020, there was approximately $3,014 and $1,499 of total unrecognized compensation expense related to unvested share-based awards with time vesting and performance vesting criteria, respectively. Generally, expense related to the time vesting options will be recognized over the next two- and one-half years and will be adjusted for any future forfeitures as they occur. Compensation expense related to performance vesting options will be recognized if it becomes probable that the Company will achieve the identified performance metrics. Non-Employee Awards During the three months ended June 30, 2021, the Company engaged certain consultants to perform services in exchange for Company common stock. Shares issued for services were calculated based on the ten (10) day volume weighted average price (“VWAP”) for the last ten (10) days during the month of service provided. The Company recorded $40 in compensation expense during the period in exchange for issuance of 22,204 shares. |
Significant Customers_Vendors
Significant Customers/Vendors | 6 Months Ended |
Jun. 30, 2021 | |
Significant Customers Disclosure [Abstract] | |
SIGNIFICANT CUSTOMERS/VENDORS | NOTE 14: SIGNIFICANT CUSTOMERS/VENDORS Significant Customers We had two (2) customers that in the aggregate accounted for 32.9% and 42.6% of accounts receivable as of June 30, 2021 and December 31, 2020, respectively. We had three (3) and two (2) customers that accounted for 44.0% and 27.0% of revenue for the three months ended June 30, 2021 and 2020, respectively. We had two (2) customers that accounted for 37.4% and 22.5% of revenue for the six months ended June 30, 2021 and 2020, respectively. Significant Vendors We had two (2) vendors that accounted for 22.7% and 47.0% of outstanding accounts payable at June 30, 2021 and December 31, 2020, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 15: LEASES We have entered into various non-cancelable operating lease agreements for certain of our offices and office equipment. Our leases have original lease periods expiring between 2021 and 2025. Many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs, lease term and discount rate are as follows: (in thousands) Six Months Ended Six Months Ended Finance lease cost Amortization of right-of-use assets $ 4 $ 12 Interest - 1 Operating lease cost 179 343 Total lease cost $ 183 $ 356 Weighted Average Remaining Lease Term Operating leases 3.3 years 3.0 years Finance leases - 1.0 years Weighted Average Discount Rate Operating leases 10.0 % 10.0 % Finance leases - 14.0 % The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2021: (in thousands) Operating The remainder of 2021 $ 151 2022 300 2023 297 2024 87 Thereafter 79 Total undiscounted cash flows 914 Less imputed interest $ (159 ) Present value of lease liabilities $ 755 Supplemental cash flow information related to leases are as follows: (in thousands) Six Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 176 $ 171 Operating cash flows from finance leases 4 2 Financing cash flows from finance leases (4 ) 12 |
Employee Retention Credits
Employee Retention Credits | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETENTION CREDITS | NOTE 16: EMPLOYEE RETENTION CREDITS The CARES Act provides an employee retention credit (“ERC”) that is a refundable tax credit against certain employer taxes. On December 27, 2020, Congress enacted the Taxpayer Certainty and Disaster Tax Relief Act of 2020, which amended and extended ERC availability under Section 2301 of the CARES Act. Before the enactment of the Taxpayer Certainty and Disaster Tax Relief Act of 2020, businesses who were provided SBA PPP Loans under the CARES Act were ineligible for the ERC. Following enactment of the Taxpayer Certainty and Disaster Tax Relief Act of 2020, such businesses became retroactively eligible for the ERC. As a result of the foregoing legislation, the Company is eligible to claim a refundable tax credit against the employer share of Social Security taxes equal to seventy percent (70%) of the qualified wages that the Company pays to employees between December 31, 2020 and June 30, 2021. Qualified wages are limited to $10 per employee per calendar quarter in 2021 for a maximum ERC per employee of $7 per calendar quarter in 2021. As a result of the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Company is now eligible to make ERC claims for each quarter in 2020 and 2021, subject to the other eligibility requirements. The ERC was extended and expanded in March 2021 through December 31, 2021, as part of the American Rescue Plan Act of 2021 (“ARPA”). Under the CARES Act, the amount of credit was fifty percent (50%) of qualified wages paid to the employee plus the employer cost to provide health benefits. Under the Consolidated Appropriations Act of 2021, eligible employers can claim a refundable tax credit against the employer share of Social Security taxes equal to seventy percent (70%) of the qualified wages they pay to employees after December 31, 2020, through June 30, 2021. The ARPA allows employers to retain a seventy percent (70%) credit for qualified wages paid between July 1, 2021, and December 31, 2021, including the cost to provide health benefits. The Company qualified for the ERC beginning on March 13, 2020 (the earliest eligibility date) through June 30, 2021 (the most recent assessment date). During the three months ended June 30, 2021, the Company recorded an ERC totaling $1,237, representing $396, $412, and $429 for credits earned for wages paid in 2020, the first quarter of 2021, and the second quarter of 2021, respectively. The Company filed Form 941-X with the IRS for each quarter of 2020 and the first quarter of 2021. Credits for the second quarter of 2021 were claimed on the Company’s original Form 941. The Company has recorded these amounts as receivable within prepaid and other currents assets within the Condensed Consolidated Balance Sheet as of June 30, 2021. During the three months ended June 30, 2021, the $1,237 of ERCs were included as a reduction in payroll taxes within the Condensed Consolidated Statement of Operations and allocated to the financial statement caption from which the employee taxes were originally incurred. As a result, the Company recorded a reduction in expenses of $400, $182, $147, and $508 in Cost of Goods – Services, Sales and Marketing Expenses, Research and Development Expenses, and General and Administrative Expenses, respectively, for the three months ended June 30, 2021. The Company would qualify for an ERC for each remaining quarter during 2021 in which the Company experiences a “significant decline in gross receipts,” defined as quarterly gross receipts that are less than eighty percent (80%) of its gross receipts for the same calendar quarter in 2019. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the applicable instructions to Form 10-Q and Regulation S-X and include all of the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements of the Company and related footnotes for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2021. The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. Management believes the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair statement of results for the interim periods presented. |
Revenue Recognition | 2. Revenue Recognition We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. The Company receives variable consideration in very few instances. Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company does not have any material extended payment terms as payment is due at or shortly after the time of the sale, typically ranging between thirty and ninety days. Observable prices are used to determine the standalone selling price of separate performance obligations or a cost plus margin approach when one is not available. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue. The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation. The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that do not exceed one year. |
Inventories | 3. Inventories Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out (FIFO) method, and consist of the following: June 30, December 31, 2021 2020 Raw materials, net of reserve of $131 and $104, respectively $ 1,912 $ 1,920 Inventory on consignment with distributors 11 208 Work-in-process 145 223 Total inventories $ 2,068 $ 2,351 |
Impairment of Long-Lived Assets | 4. Impairment of Long-Lived Assets We review the carrying value of all long-lived assets, including property and equipment, for impairment in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets If the impairment tests indicate that the carrying value of the asset is greater than the expected undiscounted cash flows to be generated by such asset, an impairment loss would be recognized. The impairment loss is determined as the amount by which the carrying value of such asset exceeds its fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Considerable management judgment is necessary to estimate the fair value of assets, and accordingly, actual results could vary significantly from such estimates. |
Basic and Diluted Income/(Loss) per Common Share | 5. Basic and Diluted Income/(Loss) per Common Share Basic and diluted income/(loss) per common share for all periods presented is computed using the weighted average number of common shares outstanding. Basic weighted average shares outstanding includes only outstanding common shares. Diluted weighted average shares outstanding includes outstanding common shares and potential dilutive common shares outstanding in accordance with the treasury stock method. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling approximately 6,964,517 at June 30, 2021 were excluded from the computation of income/(loss) per share as the strike price on the options and warrants were higher than the Company’s market price and therefore anti-dilutive. Diluted weighted average shares outstanding for the three and six-months ended June 30, 2021 included 8,333 options which were both exercisable and in-the-money as of June 30, 2021. Those options were included in the calculation of diluted earnings per share as of the beginning of the calculation period. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling approximately 7,309,998 at June 30, 2020 were excluded from the computation of income/(loss) per share due to the net loss in the period. In calculating diluted earnings per share for the three and six months ended June 30, 2021 and 2020, in accordance with ASC 260, Earnings per share |
Income Taxes | 6. Income Taxes Deferred income taxes are recognized in the financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in basis of intangibles, stock-based compensation, reserves for uncollectible accounts receivable and inventory, differences in depreciation methods, and accrued expenses. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions utilizing an established recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We had no uncertain tax positions as of June 30, 2021 and December 31, 2020. |
Goodwill | 7. Goodwill We follow the provisions of ASC 350, Intangibles – Intangible Assets and Goodwill |
Use of Estimates | 8. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: the allowance for doubtful accounts, valuation allowances related to deferred taxes, the fair value of acquired assets and liabilities, the fair value of liabilities reliant upon the appraised fair value of the Company, valuation of stock-based compensation awards and other assumptions and estimates used to evaluate the recoverability of long-lived assets, goodwill and other intangible assets and the related amortization methods and periods. Actual results could differ from those estimates. |
Leases | 9. Leases We account for leases in accordance with ASC 842, Leases We determine if an arrangement is a lease at inception. Right of use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is a hypothetical rate based on our understanding of what our credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Operating leases are included in operating lease right-of-use assets, current maturities of operating leases, and long-term obligations under operating leases on our condensed consolidated balance sheets. Finance leases are included in property and equipment, net, current maturities of finance leases, and long-term obligations under financing leases on our condensed consolidated balance sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of inventories | June 30, December 31, 2021 2020 Raw materials, net of reserve of $131 and $104, respectively $ 1,912 $ 1,920 Inventory on consignment with distributors 11 208 Work-in-process 145 223 Total inventories $ 2,068 $ 2,351 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition [Abstract] | |
Schedule of revenue by major source | (in thousands) Three Months Three Months Six Months Six Months Hardware $ 1,296 $ 1,601 $ 4,112 $ 2,968 Services: Installation Services 497 463 1,072 1,332 Software Development Services 93 37 367 179 Managed Services 1,391 1,555 2,730 2,881 Total Services 1,981 2,055 4,169 4,392 Total Hardware and Services $ 3,277 $ 3,656 $ 8,281 $ 7,360 |
Supplemental Cash Flow Statem_2
Supplemental Cash Flow Statement Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Statement Information [Abstract] | |
Schedule of supplemental cash flow information | Six Months Ended June 30, 2021 2020 Supplemental Cash Flow Information Cash paid during the period for: Interest $ - $ - Income taxes, net $ 20 $ 2 |
Intangible Assets, Including _2
Intangible Assets, Including Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | June 30, December 31, 2021 2020 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Technology platform $ 4,635 3,526 $ 4,635 3,400 Customer relationships 3,960 1,596 5,330 2,870 Trademarks and trade names 640 602 1,020 925 9,235 5,724 10,985 7,195 Accumulated amortization 5,724 7,195 Net book value of amortizable intangible assets $ 3,511 $ 3,790 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt with detachable warrants | As of June 30, 2021 Debt Type Issuance Principal Maturity Warrants Interest Rate Information G 3/7/2021 4,670 3/31/2023 649,965 8.0% interest (1) H 3/7/2021 2,356 3/31/2023 - 10.0% interest (1) Total debt, gross 7,026 649,965 Fair value (H) (166 ) Total debt, gross 6,860 Debt discount (200 ) Total debt, net $ 6,660 Less current maturities - Long term debt $ 6,660 As of December 31, 2020 Debt Type Issuance Principal Maturity Warrants Interest Rate Information A 6/30/2018 $ 264 N/A - 0.0% interest B 1/16/2018 1,085 3/31/2023 61,729 10.0% interest C 8/17/2016 3,255 3/31/2023 588,236 10.0% interest D 11/19/2018 1,637 2/15/2020 - 3.5% interest E 12/30/2019 2,177 3/31/2023 - 10.0% interest F 4/27/2020 1,552 4/27/2022 - 1.0% interest Total debt, gross 9,970 649,965 Fair value (E) 93 Total debt, gross 10,063 Debt discount (168 ) Total debt, net $ 9,895 Less current maturities (1,637 ) Long term debt $ 8,258 A – Secured Disbursed Escrow Promissory Note with related party B – Secured Revolving Promissory Note with related party C – Term Loan with related party D – Amended and Restated Seller Note from acquisition of Allure E – Secured Convertible Special Loan Promissory Note, at fair value F – Paycheck Protection Program Loan from Small Business Administration G – New Term Loan with related party H – Convertible Loan with related party, at fair value (1) Interest is paid-in-kind (“PIK”) through October 2021, at which point interest becomes payable in cash. |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrant Disclosure [Abstract] | |
Schedule of outstanding warrants | Warrants (Equity) Amount Weighted Average Exercise Price Weighted Average Remaining Contractual Life Balance January 1, 2021 4,426,900 $ 4.62 2.83 Warrants issued - - - Warrants expired (67,859 ) 5.76 - Balance June 30, 2021 4,359,041 $ 4.56 2.11 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock options outstanding | Time Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $0.01 - $3.00 1,525,000 8.92 $ 2.52 508,333 $ 2.52 $3.01 - $7.50 184,830 4.85 $ 6.72 168,163 $ 6.64 $7.51+ 103,979 3.95 11.74 99,187 $ 11.89 1,813,809 8.22 $ 3.48 775,683 Performance Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $0.01 - $3.00 800,000 8.93 $ 2.53 - $ - 800,000 8.93 $ 2.53 - |
Schedule of stock option activity | Time Vesting Options Performance Vesting Options Weighted Weighted Average Average Options Exercise Options Exercise Date/Activity Outstanding Price Outstanding Price Balance, December 31, 2020 1,813,809 $ 3.48 800,000 $ 2.53 Granted - - - - Exercised - - - - Forfeited or expired - - - - Balance, June 30, 2021 1,813,809 3.48 800,000 $ 2.53 |
Schedule of fair value of the options | Risk-free interest rate 0.66 % Expected term 6.25 years Expected price volatility 89.18 % Dividend yield 0 % |
Schedule of revenue and EBITDA targets | Calendar Year Revenue Target EBITDA Target 2020 $32 million $2.2 million 2021 $35 million $3.1 million 2022 $38 million $3.5 million |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of components of lease costs, lease term and discount rate | (in thousands) Six Months Ended Six Months Ended Finance lease cost Amortization of right-of-use assets $ 4 $ 12 Interest - 1 Operating lease cost 179 343 Total lease cost $ 183 $ 356 Weighted Average Remaining Lease Term Operating leases 3.3 years 3.0 years Finance leases - 1.0 years Weighted Average Discount Rate Operating leases 10.0 % 10.0 % Finance leases - 14.0 % |
Schedule of maturities of lease liabilities | (in thousands) Operating The remainder of 2021 $ 151 2022 300 2023 297 2024 87 Thereafter 79 Total undiscounted cash flows 914 Less imputed interest $ (159 ) Present value of lease liabilities $ 755 |
Schedule of cash flow information related to leases | (in thousands) Six Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 176 $ 171 Operating cash flows from finance leases 4 2 Financing cash flows from finance leases (4 ) 12 |
Nature of Organization and Op_2
Nature of Organization and Operations (Details) - USD ($) | May 13, 2021 | Mar. 07, 2021 | Feb. 18, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 11, 2021 |
Nature of Organization and Operations (Details) [Line Items] | |||||||||
Net income/(losses) | $ 1,025 | $ (2,459) | $ 2,297 | $ (15,642) | |||||
Cash and cash equivalents | 3,004 | 3,004 | |||||||
Working capital deficit | 4,014 | $ 4,014 | |||||||
Principal amount | $ 1,552 | ||||||||
Accrued interest forgiven | $ 1,552 | ||||||||
Issuance and sale of shares (in Shares) | 800,000 | ||||||||
Purchase price (in Dollars per share) | $ 2.50 | ||||||||
Gross proceeds | $ 2,000 | ||||||||
Deferred offering costs | $ 1,849 | ||||||||
Loan and security agreement, description | On March 7, 2021, the Company and Slipstream entered into an agreement to refinance the Company’s Loan and Security Agreement, including (1) the extension of all maturity dates therein to March 31, 2023, (2) the conversion of the Disbursed Escrow Promissory Note into equity, (3) access to an additional $1,000 via a multi-advance line of credit facility, and (4) the removal of the three times liquidation preference with respect to the Company’s Secured Convertible Special Loan Promissory Note. | ||||||||
Outstanding balance of principal | $ 100 | ||||||||
Gain on settlement | 1,624 | ||||||||
Interest | 86 | ||||||||
Sales Agreement [Member] | |||||||||
Nature of Organization and Operations (Details) [Line Items] | |||||||||
Gain on settlement | $ 1,538 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021shares | Jun. 30, 2021shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Outstanding stock options and warrants | 6,964,517 | 6,964,517 |
Exercise of warrants | 8,333 | 8,333 |
Stock options and warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Outstanding stock options and warrants | 7,309,998 | 7,309,998 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of inventories - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | ||
Raw materials, net of reserve of $131 and $104, respectively | $ 1,912 | $ 1,920 |
Inventory on consignment with distributors | 11 | 208 |
Work-in-process | 145 | 223 |
Total inventories | $ 2,068 | $ 2,351 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of inventories (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | ||
Raw materials, net of reserve | $ 131 | $ 104 |
Revenue Recognition (Details)
Revenue Recognition (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition [Abstract] | |
Installation service performance obligations, description | The aggregate amount of the transaction price allocated to installation service performance obligations that are partially unsatisfied as of June 30, 2021 and 2020 were $0. |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of revenue by major source - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue Recognition (Details) - Schedule of revenue by major source [Line Items] | ||||
Hardware | $ 1,296 | $ 1,601 | $ 4,112 | $ 2,968 |
Total Services | 1,981 | 2,055 | 4,169 | 4,392 |
Total Hardware and Services | 3,277 | 3,656 | 8,281 | 7,360 |
Installation Services [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Services | 497 | 463 | 1,072 | 1,332 |
Software Development Services [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Services | 93 | 37 | 367 | 179 |
Managed Services [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Services | $ 1,391 | $ 1,555 | $ 2,730 | $ 2,881 |
Fair Value Measurement (Details
Fair Value Measurement (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | ||
Fair value estimate | $ 0 | $ 166 |
Loss from special loan | 551 | |
Debt instrument | $ 702 | $ 702 |
Supplemental Cash Flow Statem_3
Supplemental Cash Flow Statement Information (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid during the period for: | ||
Interest | ||
Income taxes, net | $ 20 | $ 2 |
Intangible Assets, Including _3
Intangible Assets, Including Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization of intangible assets | $ 139 | $ 158 | $ 279 | $ 317 | |
Non-cash impairment loss | $ 10,646 |
Intangible Assets, Including _4
Intangible Assets, Including Goodwill (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 9,235 | $ 10,985 |
Accumulated Amortization | 5,724 | 7,195 |
Accumulated amortization | 5,724 | 7,195 |
Net book value of amortizable intangible assets | 3,511 | 3,790 |
Technology platform [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,635 | 4,635 |
Accumulated Amortization | 3,526 | 3,400 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,960 | 5,330 |
Accumulated Amortization | 1,596 | 2,870 |
Trademarks and trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 640 | 1,020 |
Accumulated Amortization | $ 602 | $ 925 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | May 13, 2021 | Mar. 07, 2021 | Apr. 27, 2020 | Jun. 30, 2018 | Jun. 30, 2021 | Jun. 30, 2021 |
Loans Payable (Details) [Line Items] | ||||||
Convertible promissory note, description | the Company entered into a Promissory Note with Old National Bank (the “Promissory Note”), which provided for an unsecured loan of $1,552 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”). The Promissory Note had a term of two years with a 1% per annum interest rate. | The Amended and Restated Seller Note represented a note payable due from Allure to Seller, under a pre-existing Seller Note which was amended and restated to a reduced amount of $1,637 through the Stock Purchase Agreement and a subsequent net working capital adjustment. That debt accrued interest at 3.5% per annum, and required us to make quarterly payments of interest only through February 19, 2020, on which date the promissory note matured and all remaining amounts owing thereunder became due. | ||||
Payment share percentage | 70.00% | |||||
Share Price (in Dollars per share) | $ 0.50 | $ 0.50 | ||||
Convertible special loan, description | The Credit Agreement limits the Company’s ability to issue Shares as follows (the “Exchange Limitations”): (1) The total number of Shares that may be issued under the Credit Agreement will be limited to 19.99% of the Company’s outstanding shares of common stock on the date the Credit Agreement is signed (the “Exchange Cap”), unless stockholder approval is obtained to issue shares in excess of the Exchange Cap; (2) if Slipstream and its affiliates (the “Slipstream Group”) beneficially own the largest ownership position of shares of Company common stock immediately prior to the proposed issuance of Payment Shares and such shares are less than 19.99% of the then-issued and outstanding shares of Company common stock, the issuance of such Payment Shares will not cause the Slipstream Group to beneficially own in excess of 19.99% of the issued and outstanding shares of Company common stock after such issuance unless stockholder approval is obtained for ownership in excess of 19.99%; and (3) if the Slipstream Group does not beneficially own the largest ownership position of shares of Company common stock immediately prior to the proposed issuance of Payment Shares, the Company may not issue Payment Shares to the extent that such issuance would result in Slipstream Group beneficially owning more than 19.99% of the then issued and outstanding shares of Company common stock unless (A) such ownership would not be the largest ownership position in the Company, or (B) stockholder approval is obtained for ownership in excess of 19.99%. | |||||
Debt discount | $ 133 | |||||
Net gain on extinguishment of debt | 26 | |||||
Other costs | 69 | |||||
Vesting of performance shares previously granted to CEO | $ 264 | |||||
Outstanding balance of principal and accrued interest | $ 100 | |||||
Accrued interest | $ 1,624 | |||||
Interest thereon | 86 | |||||
Seller [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
Accrued interest | 1,538 | |||||
PPP Loan [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
Principal amount | $ 1,552 | $ 1,552 | ||||
Slipstream Communications, LLC [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
Convertible promissory note, description | (i) provides $1,000 of availability under a line of credit (the “Line of Credit”), (ii) consolidates our existing term and revolving line of credit facilities into a new term loan (the “New Term Loan”) having an aggregate principal balance of approximately $4,550 (including a 3.0% issuance fee capitalized into the principal balance), (iii) increases the outstanding special convertible term loan (the “Convertible Loan”) to approximately $2,280 (including a 3.0% issuance fee capitalized into the principal balance), and (iv) extinguishes the outstanding obligations owed with respect to a $264 existing disbursed escrow loan in exchange for shares of the Company’s common stock (the “Disbursed Escrow Conversion Shares”), valued at $2.718 per share (the trailing 10-day VWAP as reported on the Nasdaq Capital Market as of the date of execution of the Credit Agreement). The Line of Credit and Convertible Loan accrue interest at 10% per year, and the New Term Loan accrues interest at 8% per year. |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | ||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Total debt, gross | $ 7,026 | $ 9,970 | |
Warrants | 649,965 | 649,965 | |
Fair value | $ (166) | $ 93 | |
Total debt, gross | 6,860 | 10,063 | |
Debt discount | (200) | (168) | |
Total debt, net | 6,660 | 9,895 | |
Less current maturities | (1,637) | ||
Long term debt | $ 6,660 | $ 8,258 | |
03/07/2021 [Member] | |||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Debt Type | G | ||
Issuance Date | Mar. 7, 2021 | ||
Total debt, gross | $ 4,670 | ||
Maturity Date | Mar. 31, 2023 | ||
Warrants | 649,965 | ||
Interest Rate Information | [1] | 8.00% | |
03/07/2021 [Member] | |||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Debt Type | H | ||
Issuance Date | Mar. 7, 2021 | ||
Total debt, gross | $ 2,356 | ||
Maturity Date | Mar. 31, 2023 | ||
Warrants | |||
Interest Rate Information | [1] | 10.00% | |
06/30/2018 [Member] | |||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Debt Type | A | ||
Issuance Date | Jun. 30, 2018 | ||
Total debt, gross | $ 264 | ||
Warrants | |||
Interest Rate Information | 0.00% | ||
01/16/2018 [Member] | |||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Debt Type | B | ||
Issuance Date | Jan. 16, 2018 | ||
Total debt, gross | $ 1,085 | ||
Maturity Date | Mar. 31, 2023 | ||
Warrants | 61,729 | ||
Interest Rate Information | 10.00% | ||
08/17/2016 [Member] | |||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Debt Type | C | ||
Issuance Date | Aug. 17, 2016 | ||
Total debt, gross | $ 3,255 | ||
Maturity Date | Mar. 31, 2023 | ||
Warrants | 588,236 | ||
Interest Rate Information | 10.00% | ||
11/19/2018 [Member] | |||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Debt Type | D | ||
Issuance Date | Nov. 19, 2018 | ||
Total debt, gross | $ 1,637 | ||
Maturity Date | Feb. 15, 2020 | ||
Warrants | |||
Interest Rate Information | 3.50% | ||
12/30/2019 [Member] | |||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Debt Type | E | ||
Issuance Date | Dec. 30, 2019 | ||
Total debt, gross | $ 2,177 | ||
Maturity Date | Mar. 31, 2023 | ||
Warrants | |||
Interest Rate Information | 10.00% | ||
04/07/2020 [Member] | |||
Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items] | |||
Debt Type | F | ||
Issuance Date | Apr. 27, 2020 | ||
Total debt, gross | $ 1,552 | ||
Maturity Date | Apr. 27, 2022 | ||
Warrants | |||
Interest Rate Information | 1.00% | ||
[1] | Interest is paid-in-kind (“PIK”) through October 2021, at which point interest becomes payable in cash |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 10, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Accrued interests | $ 100 | $ 100 | ||||
Settled the seller note and accrued interest | 1,624 | |||||
Recognized a gain on settlement | 13 | $ 40 | 13 | $ 40 | ||
Debt written off | 15 | 59 | 15 | 59 | ||
Aggregate cash payments | 2 | $ 19 | 2 | $ 19 | ||
Severance expense | $ 135 | |||||
Allure [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Settlement for an alleged breach of contract | $ 3,200 | |||||
PPP Loan [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Principal amount | 1,552 | |||||
Seller Note [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Accrued interests | 86 | $ 86 | ||||
Recognized a gain on settlement | $ 1,538 |
Related Party Transactions (Det
Related Party Transactions (Details) - 33 Degrees [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||
Related party entity owned percentage | 17.50% | ||
Related party entity, description | For the three and six months ended June 30, 2021, the Company had sales to 33 Degrees of $171, or 5.2%, and $282, or 3.4%, respectively, of consolidated revenue. | For the three and six months ended June 30, 2020, the Company had sales to 33 Degrees of $291, or 8.0%, and $791, or 10.7%, respectively, of consolidated revenue. | |
Accounts receivable (in Dollars) | $ 21 | $ 40 | |
Concentration credit risk percentage | 0.90% | 1.20% |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | ||
Reported tax benefit | $ 7 | $ 8 |
Net deferred tax assets | $ 0 | $ 0 |
Warrants (Details) - Schedule
Warrants (Details) - Schedule of outstanding warrants - Warrant [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Shares, Warrants, Beginning Balance | shares | 4,426,900 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.62 |
Weighted Average Remaining Contractual Life, Beginning Balance | 2 years 9 months 29 days |
Number of Shares, Warrants issued | shares | |
Weighted Average Exercise Price, Warrants issued | $ / shares | |
Weighted Average Remaining Contractual Life, Warrants issued | |
Number of Shares, Warrants expired | shares | (67,859) |
Weighted Average Exercise Price, Warrants expired | $ / shares | $ 5.76 |
Weighted Average Remaining Contractual Life, Warrants expired | |
Number of Shares, Warrants, Ending Balance | shares | 4,359,041 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 4.56 |
Weighted Average Remaining Contractual Life, Ending Balance | 2 years 1 month 9 days |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2020 | Jul. 10, 2020 | Aug. 31, 2018 | Oct. 14, 2014 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Stock-Based Compensation (Details) [Line Items] | |||||||||
Weighted average remaining contractual life | 7 years 6 months | ||||||||
Purchase aggregate | the Board of Directors of the Company granted 10-year options to purchase an aggregate of 2,380,000 shares of its common stock to employees of the Company subject to shareholder approval of an increase in the reserve of shares authorized for issuance under the Company’s 2014 Stock Incentive Plan (as amended, the “Plan”). On July 10, 2020, the Company held a special meeting of the Company’s shareholders at which the shareholders approved the amendment to the Plan, which increased the reserve of shares authorized for issuance thereunder to 6,000,000 shares. | ||||||||
Options | 2,380,000 | ||||||||
Option awarded vest over | 1,580,000 | 1,580,000 | |||||||
Options vesting period | 3 years | ||||||||
Exercise price (in Dollars per share) | $ 2.53 | $ 2.53 | |||||||
Fair value of options on grant date (in Dollars per share) | $ 79 | ||||||||
Remaining options awarded vest | 800,000 | ||||||||
Anticipates recording (in Dollars) | $ 79 | ||||||||
Issuance of shares authorized | 600,000 | ||||||||
General and administrative expense (in Dollars) | $ 356 | $ 19 | 895 | $ 119 | |||||
Compensation expense (in Dollars) | $ 40 | ||||||||
Exchange for issuance shares | 22,204 | ||||||||
Options on the grant date [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Fair value of options on grant date (in Dollars per share) | $ 1.87 | ||||||||
2014 Stock Incentive Plan [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 2.53 | 2.53 | |||||||
Fair value of options on grant date (in Dollars per share) | $ 1.87 | ||||||||
Shares reserved for company's employees | 7,390,355 | ||||||||
Issuance of shares authorized | 6,000,000 | ||||||||
Catch Up Compensation Expense [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Fair value of options on grant date (in Dollars per share) | $ 263 | ||||||||
2006 Equity Incentive Plan [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Shares reserved for company's employees | 1,720,000 | ||||||||
Options outstanding | 12,135 | 12,135 | |||||||
2006 Non-Employee Director Stock Option Plan [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Shares reserved for company's employees | 700,000 | ||||||||
Minimum [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Unrecognized compensation expense (in Dollars) | $ 1,157 | 1,499 | $ 1,157 | 1,499 | |||||
Minimum [Member] | 2014 Stock Incentive Plan [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Issuance of shares authorized | 7,390,355 | ||||||||
Maximum [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Unrecognized compensation expense (in Dollars) | $ 1,861 | $ 3,014 | $ 1,861 | $ 3,014 | |||||
Maximum [Member] | 2014 Stock Incentive Plan [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Issuance of shares authorized | 18,000,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock options outstanding shares in Thousands | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Time Vesting Options [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Number Outstanding shares (in Shares) | shares | 1,813,809 |
Weighted Average Remaining Contractual Life | 8 years 2 months 19 days |
Weighted Average Exercise Price | $ 3.48 |
Options Exercisable (in Shares) | shares | 775,683 |
Performance Vesting Options [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Number Outstanding shares (in Shares) | shares | 800,000 |
Weighted Average Remaining Contractual Life | 8 years 11 months 4 days |
Weighted Average Exercise Price | $ 2.53 |
$0.01 - $3.00 [Member] | Time Vesting Options [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Number Outstanding shares (in Shares) | shares | 1,525,000 |
Weighted Average Remaining Contractual Life | 8 years 11 months 1 day |
Weighted Average Exercise Price | $ 2.52 |
Options Exercisable (in Shares) | shares | 508,333 |
Weighted Average Exercise Price | $ 2.52 |
$0.01 - $3.00 [Member] | Time Vesting Options [Member] | Minimum [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Range of Exercise Prices Between, Lower Limit | 0.01 |
$0.01 - $3.00 [Member] | Time Vesting Options [Member] | Maximum [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Range of Exercise Prices | $ 3 |
$0.01 - $3.00 [Member] | Performance Vesting Options [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Number Outstanding shares (in Shares) | shares | 800,000 |
Weighted Average Remaining Contractual Life | 8 years 11 months 4 days |
Weighted Average Exercise Price | $ 2.53 |
$0.01 - $3.00 [Member] | Performance Vesting Options [Member] | Minimum [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Range of Exercise Prices Between, Lower Limit | 0.01 |
$0.01 - $3.00 [Member] | Performance Vesting Options [Member] | Maximum [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Range of Exercise Prices between, Upper Limit | $ 3 |
$3.01 - $7.50 [Member] | Time Vesting Options [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Number Outstanding shares (in Shares) | shares | 184,830 |
Weighted Average Remaining Contractual Life | 4 years 10 months 6 days |
Weighted Average Exercise Price | $ 6.72 |
Options Exercisable (in Shares) | shares | 168,163 |
Weighted Average Exercise Price | $ 6.64 |
$3.01 - $7.50 [Member] | Time Vesting Options [Member] | Minimum [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Range of Exercise Prices Between, Lower Limit | 3.01 |
$3.01 - $7.50 [Member] | Time Vesting Options [Member] | Maximum [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Range of Exercise Prices | 7.50 |
$7.51+ [Member] | Time Vesting Options [Member] | |
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items] | |
Range of Exercise Prices between, Upper Limit | $ 7.51 |
Number Outstanding shares (in Shares) | shares | 103,979 |
Weighted Average Remaining Contractual Life | 3 years 11 months 12 days |
Weighted Average Exercise Price | $ 11.74 |
Options Exercisable (in Shares) | shares | 99,187 |
Weighted Average Exercise Price | $ 11.89 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of stock option activity | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Time Vesting Options [Member] | |
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | |
Options Outstanding Beginning Balance | shares | 1,813,809 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 3.48 |
Options Outstanding, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Options Outstanding, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Options Outstanding, Forfeited or expired | shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | |
Options Outstanding, Ending Balance | shares | 1,813,809 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 3.48 |
Performance Vesting Options [Member] | |
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | |
Options Outstanding Beginning Balance | shares | 800,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 2.53 |
Options Outstanding, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Options Outstanding, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Options Outstanding, Forfeited or expired | shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | |
Options Outstanding, Ending Balance | shares | 800,000 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.53 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of fair value of the options | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of fair value of the options [Abstract] | |
Risk-free interest rate | 0.66% |
Expected term | 6 years 3 months |
Expected price volatility | 89.18% |
Dividend yield | 0.00% |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of revenue and EBITDA targets $ in Millions | Jun. 30, 2021USD ($) |
Revenue Target [Member] | |
Stock-Based Compensation (Details) - Schedule of revenue and EBITDA targets [Line Items] | |
2020 | $ 32 |
2021 | 35 |
2022 | 38 |
EBITDA Target [Member] | |
Stock-Based Compensation (Details) - Schedule of revenue and EBITDA targets [Line Items] | |
2020 | 2.2 |
2021 | 3.1 |
2022 | $ 3.5 |
Significant Customers_Vendors (
Significant Customers/Vendors (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Accounts Receivable [Member] | |||||
Significant Customers/Vendors (Details) [Line Items] | |||||
Number of major customers | 2 | 2 | |||
Percentage from major customers | 32.90% | 42.60% | |||
Revenue Benchmark [Member] | |||||
Significant Customers/Vendors (Details) [Line Items] | |||||
Number of major customers | 3 | 2 | 2 | 2 | |
Percentage from major customers | 44.00% | 27.00% | 37.40% | 22.50% | |
Accounts Payable [Member] | |||||
Significant Customers/Vendors (Details) [Line Items] | |||||
Percentage from major customers | 22.70% | 47.00% | |||
Number of major Vendor | 2 | 2 |
Leases (Details)
Leases (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Lease expiration period, description | Our leases have original lease periods expiring between 2021 and 2025. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of components of lease costs, lease term and discount rate - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Finance lease cost | ||
Amortization of right-of-use assets | $ 4 | $ 12 |
Interest | 1 | |
Operating lease cost | 179 | 343 |
Total lease cost | $ 183 | $ 356 |
Weighted Average Remaining Lease Term | ||
Operating leases | 3 years 3 months 18 days | 3 years |
Finance leases | 1 year | |
Weighted Average Discount Rate | ||
Operating leases | 10.00% | 10.00% |
Finance leases | 14.00% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturities of lease liabilities - Operating Leases [Member] $ in Thousands | Jun. 30, 2021USD ($) |
Leases (Details) - Schedule of maturities of lease liabilities [Line Items] | |
The remainder of 2021 | $ 151 |
2022 | 300 |
2023 | 297 |
2024 | 87 |
Thereafter | 79 |
Total undiscounted cash flows | 914 |
Less imputed interest | (159) |
Present value of lease liabilities | $ 755 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of cash flow information related to leases - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 176 | $ 171 |
Operating cash flows from finance leases | 4 | 2 |
Financing cash flows from finance leases | $ (4) | $ 12 |
Employee Retention Credits (Det
Employee Retention Credits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |||
Employer shares percentage | 70.00% | ||
Qualified wages amount | $ 10 | ||
Maximum ERC per employee | $ 7 | ||
Employee retention credits, description | Under the CARES Act, the amount of credit was fifty percent (50%) of qualified wages paid to the employee plus the employer cost to provide health benefits. Under the Consolidated Appropriations Act of 2021, eligible employers can claim a refundable tax credit against the employer share of Social Security taxes equal to seventy percent (70%) of the qualified wages they pay to employees after December 31, 2020, through June 30, 2021. The ARPA allows employers to retain a seventy percent (70%) credit for qualified wages paid between July 1, 2021, and December 31, 2021, including the cost to provide health benefits. | ||
Employee retention credit total | $ 1,237 | ||
Employee representing amount | 396 | ||
Wages paid amount | $ 412 | $ 429 | |
Number of shares amount (in Shares) | 941 | ||
Employee retention credit amount | 1,237 | ||
Services expenses | 400 | ||
Sales and marketing expenses | 182 | ||
Research and development expenses | 147 | ||
General and administrative expenses | $ 508 | ||
Defined quarterly gross percentage | 80.00% |