Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | OSS | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | One Stop Systems, Inc. | |
Entity Central Index Key | 0001394056 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 18,666,022 | |
Entity File Number | 001-38371 | |
Entity Tax Identification Number | 33-0885351 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2235 Enterprise Street #110 | |
Entity Address, City or Town | Escondido | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92029 | |
City Area Code | 760 | |
Local Phone Number | 745-9883 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 3,955,215 | $ 6,316,921 |
Short-term investments (Note 3) | 14,534,084 | |
Accounts receivable, net (Note 4) | 5,808,184 | 7,458,383 |
Inventories, net (Note 5) | 14,361,034 | 9,647,504 |
Prepaid expenses and other current assets | 1,121,868 | 655,708 |
Total current assets | 39,780,385 | 24,078,516 |
Property and equipment, net | 3,090,908 | 3,487,178 |
Deposits and other | 35,629 | 81,709 |
Deferred tax assets, net | 3,604,607 | 3,698,593 |
Goodwill | 7,120,510 | 7,120,510 |
Intangible assets, net (Note 6) | 170,556 | 662,257 |
Total Assets | 53,802,595 | 39,128,763 |
Current liabilities | ||
Accounts payable | 3,846,282 | 976,420 |
Accrued expenses and other liabilities (Note 7) | 3,442,091 | 3,481,444 |
Current portion of notes payable, net of debt discount of $0 and $2,047, respectively (Note 8) | 1,736,546 | 1,365,204 |
Current portion of related party notes payable, net of debt discount of $0 and $6,726, respectively (Note 8) | 199,943 | |
Current portion of senior secured convertible note, net of debt discounts of $20,462 and $256,242, respectively (Note 8) | 2,570,447 | 1,789,212 |
Total current liabilities | 11,595,366 | 7,812,223 |
Senior secured convertible note, net of current portion and debt discounts of $0 and $14,107, respectively (Note 8) | 531,347 | |
Paycheck protection program note payable (Note 8) | 1,499,360 | |
Total liabilities | 11,595,366 | 9,842,930 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Common stock, $.0001 par value; 50,000,000 shares authorized; 18,666,022 and 16,684,424 shares issued and outstanding, respectively | 1,867 | 1,668 |
Additional paid-in capital | 41,040,749 | 30,758,354 |
Accumulated other comprehensive income | 207,333 | 287,547 |
Accumulated earnings (deficit) | 957,280 | (1,761,736) |
Total stockholders’ equity | 42,207,229 | 29,285,833 |
Total Liabilities and Stockholders' Equity | $ 53,802,595 | $ 39,128,763 |
UNAUDITED CONSOLIDATED BALANC_2
UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt discount on notes payable, current | $ 9,961 | |
Debt discount on senior secured convertible note, current | 20,462 | $ 256,242 |
Debt discount on senior secured convertible note, noncurrent | $ 0 | $ 14,107 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 18,666,022 | |
Common stock, shares outstanding | 18,666,022 | 16,684,424 |
Notes Payable | ||
Debt discount on notes payable, current | $ 0 | $ 2,047 |
Related Parties | ||
Debt discount on notes payable, current | $ 0 | $ 6,726 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 15,984,293 | $ 12,976,058 | $ 44,205,054 | $ 37,961,023 |
Cost of revenue | 10,467,590 | 8,074,445 | 29,602,823 | 26,338,527 |
Gross profit | 5,516,703 | 4,901,613 | 14,602,231 | 11,622,496 |
Operating expenses: | ||||
General and administrative | 1,920,574 | 1,817,499 | 5,726,978 | 6,208,922 |
Marketing and selling | 1,570,135 | 1,103,384 | 4,217,328 | 3,137,833 |
Research and development | 999,715 | 1,001,288 | 2,839,965 | 3,213,339 |
Total operating expenses | 4,490,424 | 3,922,171 | 12,784,271 | 12,560,094 |
Income (loss) from operations | 1,026,279 | 979,442 | 1,817,960 | (937,598) |
Other income (expense), net: | ||||
Interest income | 92,105 | 143,931 | 159,203 | 267,911 |
Interest expense | (128,315) | (174,205) | (447,328) | (393,175) |
Other income (expense), net | (9,693) | (33,625) | 1,484,676 | (38,598) |
Total other (expense) income, net | (45,903) | (63,899) | 1,196,551 | (163,862) |
Income (loss) before income taxes | 980,376 | 915,543 | 3,014,511 | (1,101,460) |
(Benefit) provision for income taxes | (320) | 57,753 | 295,495 | (851,056) |
Net income (loss) | $ 980,696 | $ 857,790 | $ 2,719,016 | $ (250,404) |
Net income (loss) per share: | ||||
Basic | $ 0.05 | $ 0.05 | $ 0.15 | $ (0.02) |
Diluted | $ 0.05 | $ 0.05 | $ 0.14 | $ (0.02) |
Weighted average common shares outstanding: | ||||
Basic | 18,636,337 | 16,585,773 | 18,170,700 | 16,469,457 |
Diluted | 19,963,270 | 17,018,614 | 19,466,023 | 16,469,457 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 980,696 | $ 857,790 | $ 2,719,016 | $ (250,404) |
Other comprehensive income (loss): | ||||
Net unrealized gains (losses) on short-term investments | 1,458 | 2,059 | ||
Currency translation adjustment | 60,813 | 130,280 | (82,273) | 142,155 |
Total other comprehensive income (loss) | 62,271 | 130,280 | (80,214) | 142,155 |
Comprehensive income (loss) | $ 1,042,967 | $ 988,070 | $ 2,638,802 | $ (108,249) |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid-in Capital | Noncontrolling Interest | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) |
Balance at Dec. 31, 2019 | $ 28,766,162 | $ 1,612 | $ 30,537,015 | $ 500 | $ (17,773) | $ (1,755,192) |
Balance, Shares at Dec. 31, 2019 | 16,121,747 | |||||
Stock-based compensation | 293,139 | 293,139 | ||||
Exercise of stock options | 64,467 | $ 37 | 64,430 | |||
Exercise of stock options, Shares | 376,870 | |||||
Return of capital upon dissolution of SkyScale | (500) | (500) | ||||
Taxes paid on net issuance of employee stock options | (670,599) | (670,599) | ||||
Currency translation adjustment | 11,875 | 11,875 | ||||
Net Income (loss) | (1,108,194) | (1,108,194) | ||||
Balance at Jun. 30, 2020 | 27,356,350 | $ 1,649 | 30,223,985 | (5,898) | (2,863,386) | |
Balance, Shares at Jun. 30, 2020 | 16,498,617 | |||||
Balance at Dec. 31, 2019 | 28,766,162 | $ 1,612 | 30,537,015 | $ 500 | (17,773) | (1,755,192) |
Balance, Shares at Dec. 31, 2019 | 16,121,747 | |||||
Net Income (loss) | (250,404) | |||||
Balance at Sep. 30, 2020 | 28,600,853 | $ 1,662 | 30,480,405 | 124,382 | (2,005,596) | |
Balance, Shares at Sep. 30, 2020 | 16,620,908 | |||||
Balance at Jun. 30, 2020 | 27,356,350 | $ 1,649 | 30,223,985 | (5,898) | (2,863,386) | |
Balance, Shares at Jun. 30, 2020 | 16,498,617 | |||||
Stock-based compensation | 210,280 | 210,280 | ||||
Exercise of stock options, RSU's and warrants | 60,000 | $ 13 | 59,987 | |||
Exercise of stock options, RSU's and warrants, Shares | 122,291 | |||||
Taxes paid on net issuance of employee stock options | (13,847) | (13,847) | ||||
Currency translation adjustment | 130,280 | 130,280 | ||||
Net Income (loss) | 857,790 | 857,790 | ||||
Balance at Sep. 30, 2020 | 28,600,853 | $ 1,662 | 30,480,405 | 124,382 | (2,005,596) | |
Balance, Shares at Sep. 30, 2020 | 16,620,908 | |||||
Balance at Dec. 31, 2020 | 29,285,833 | $ 1,668 | 30,758,354 | 287,547 | (1,761,736) | |
Balance, Shares at Dec. 31, 2020 | 16,684,424 | |||||
Stock-based compensation | 903,730 | 903,730 | ||||
Exercise of stock options, RSU's and warrants | 301,520 | $ 36 | 301,484 | |||
Exercise of stock options, RSU's and warrants, Shares | 357,259 | |||||
Proceeds from issuance of stock, net of issuance costs | 9,188,673 | $ 150 | 9,188,523 | |||
Proceeds from issuance of stock, net of issuance costs, Shares | 1,497,006 | |||||
Taxes paid on net issuance of employee stock options | (114,143) | (114,143) | ||||
Currency translation adjustment | (143,086) | (143,086) | ||||
Net unrealized gains (losses) on short-term investments | 601 | 601 | ||||
Net Income (loss) | 1,738,320 | 1,738,320 | ||||
Balance at Jun. 30, 2021 | 41,161,448 | $ 1,854 | 41,037,948 | 145,062 | (23,416) | |
Balance, Shares at Jun. 30, 2021 | 18,538,689 | |||||
Balance at Dec. 31, 2020 | 29,285,833 | $ 1,668 | 30,758,354 | 287,547 | (1,761,736) | |
Balance, Shares at Dec. 31, 2020 | 16,684,424 | |||||
Net unrealized gains (losses) on short-term investments | 2,059 | |||||
Net Income (loss) | 2,719,016 | |||||
Balance at Sep. 30, 2021 | 42,207,229 | $ 1,867 | 41,040,749 | 207,333 | 957,280 | |
Balance, Shares at Sep. 30, 2021 | 18,666,022 | |||||
Balance at Jun. 30, 2021 | 41,161,448 | $ 1,854 | 41,037,948 | 145,062 | (23,416) | |
Balance, Shares at Jun. 30, 2021 | 18,538,689 | |||||
Stock-based compensation | 399,148 | 399,148 | ||||
Exercise of stock options, RSU's and warrants | 61,173 | $ 13 | 61,160 | |||
Exercise of stock options, RSU's and warrants, Shares | 127,333 | |||||
Taxes paid on net issuance of employee stock options | (457,507) | (457,507) | ||||
Currency translation adjustment | 60,813 | 60,813 | ||||
Net unrealized gains (losses) on short-term investments | 1,458 | 1,458 | ||||
Net Income (loss) | 980,696 | 980,696 | ||||
Balance at Sep. 30, 2021 | $ 42,207,229 | $ 1,867 | $ 41,040,749 | $ 207,333 | $ 957,280 | |
Balance, Shares at Sep. 30, 2021 | 18,666,022 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Proceed from issuance of stock, issuance costs | $ 811,327 |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ 2,719,016 | $ (250,404) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Deferred benefit for income taxes | (27,163) | (910,959) | |||
Loss (gain) on disposal of property and equipment | 4,238 | (1,542) | |||
(Recovery) provision for bad debt | (4,902) | 10,950 | |||
Warranty reserves | 93,944 | (723) | |||
Amortization of deferred gain | (53,838) | ||||
Amortization of intangibles | $ 163,900 | $ 197,984 | 491,701 | 520,035 | |
Depreciation | 680,036 | 688,727 | |||
Inventory reserves | 525,983 | 382,472 | |||
Amortization of debt discount | 137,016 | 249,882 | |||
Stock-based compensation expense | 399,148 | 210,280 | 1,302,878 | 503,419 | |
Gain on forgiveness of Paycheck Protection Program (PPP) loan and interest | (1,514,354) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 1,574,019 | 1,971,324 | |||
Inventories | (5,546,750) | (2,872,108) | |||
Prepaid expenses and other current assets | (313,722) | (294,475) | |||
Accounts payable | 2,948,377 | (484,327) | |||
Accrued expenses and other liabilities | 226,808 | (843,823) | |||
Net cash provided by (used in) operating activities | 3,297,125 | (1,385,390) | $ (250,173) | ||
Cash flows from investing activities: | |||||
Investment in short-term investment grade securities | (14,532,025) | ||||
Purchases of property and equipment, including capitalization of labor costs for test equipment and ERP | (313,257) | (664,385) | |||
Proceeds from sales of property and equipment | 1,542 | ||||
Net cash used in investing activities | (14,845,282) | (662,843) | |||
Cash flows from financing activities: | |||||
Proceeds from exercise of stock options and warrants | 362,693 | 124,467 | |||
Payment of payroll taxes on net issuance of employee stock options | (571,650) | (684,446) | |||
Proceeds from issuance of stock | 10,000,000 | ||||
Stock issuance costs | (811,327) | ||||
Net borrowings on bank lines of credit | (23,622) | ||||
Proceeds from notes payable | 2,307,818 | ||||
Repayments on notes payable | (1,852,277) | (131,792) | |||
Repayments on related-party notes payable | (206,669) | (433,094) | |||
Proceeds, net of repayments, on secured convertible debt | 2,383,726 | ||||
Repayments on senior secured convertible note | (409,090) | ||||
Proceeds on Paycheck Protection Program (PPP) note payable | 1,499,360 | ||||
Net cash provided by financing activities | 9,228,588 | 2,325,509 | |||
Net change in cash and cash equivalents | (2,319,569) | 277,276 | |||
Effect of exchange rates on cash | (42,137) | 57,232 | |||
Cash and cash equivalents, beginning of period | 6,316,921 | 5,185,321 | 5,185,321 | ||
Cash and cash equivalents, end of period | $ 3,955,215 | $ 5,519,829 | 3,955,215 | 5,519,829 | $ 6,316,921 |
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period for interest | 111,195 | 202,022 | |||
Cash paid during the period for income taxes | 139,548 | 228,129 | |||
Supplemental disclosure of non-cash flow transactions: | |||||
Original issue discount on senior secured convertible note | 300,000 | ||||
Reclassification of inventories to property and equipment | $ 108,739 | $ 157,133 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company and Basis of Presentation | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Nature of Operations One Stop Systems, Inc. (“we,” “our,” “OSS,” or the “Company”) was originally incorporated as a California corporation in 1999 after initially being formed as a California limited liability company in 1998. On December 14, 2017, the Company was reincorporated as a Delaware corporation in connection with its initial public offering. The Company designs, manufactures, and markets industrial grade computer systems and components that are based on industry standard computer architectures. The Company markets its products to manufacturers of automated equipment used for media and entertainment, medical, industrial, and military applications. During the year ended December 31, 2015, the Company formed a wholly owned subsidiary in Germany, One Stop Systems, GmbH (“OSS GmbH”). In July 2016, the Company acquired Mission Technologies Group, Inc. (“Magma”) and its operations. On August 31, 2018, the Company acquired Concept Development Inc. (“CDI”) located in Irvine, California. CDI specializes in the design and manufacture of custom high-performance computing systems for airborne in-flight entertainment and networking systems. CDI has been fully integrated into the core operations of OSS as of June 1, 2020. On October 31, 2018, OSS GmbH acquired 100% of the outstanding stock of Bressner Technology GmbH, a Germany limited liability company located near Munich, Germany (“Bressner”). Bressner designs and manufactures standard and customized servers, panel PCs, and PCIe expansion systems. Bressner also provides manufacturing, test, sales and marketing services for customers throughout Europe. Historically, the Company’s primary sources of liquidity have been provided by public and private offerings of its securities and revenues generated from its business operations. On April 24, 2020, the Company sold $3,000,000 of Senior Secured Convertible Promissory Notes at a 10% original issue discount to an institutional investor through a registered direct offering. On April 28, 2020, the Company received approximately $1,500,000, of government funding under the Paycheck Protection Program. On March 3, 2021, the Company sold and issued 1,497,006 shares of its common stock to an accredited investor through a registered direct offering, resulting in net proceeds of $9,188,673. As of September 30, 2021, the Company’s cash and cash equivalents were $3,955,215, it had $14,534,084 in short-term investments, and it had total working capital of $28,185,019. Cash and cash equivalents held by Bressner totaled $770,603 on September 30, 2021. Bressner’s debt covenants do not permit the use of these funds by its parent company. During the nine month period ended September 30, 2021, the Company had operating income of $1,817,960, with cash generated by operating activities of $3,297,125. During the year ended December 31, 2020, the Company experienced an operating loss of $424,281, with cash used in operating activities of $250,173. The Company’s revenue growth during 2020, slowed due to the effects of COVID-19. However, through a reduction in force and strict cost containment, the Company was able to mitigate the effects, to some degree, of the reduced revenue attributable to the economic impact of COVID-19. Despite global efforts to slow the spread of the virus and to mitigate its effects, COVID-19 continues to i mpact worldwide economic activity, and the ongoing effects of the COVID-19 pandemic has adversely impacted, and may continue to adversely impact, many aspects of our business . In response to the COVID-19 pandemic, many state, local, and foreign governments have put in place restrictions in order to control the spread of the disease. Such restrictions, or the perception that further restrictions could occur, have resulted in business closures, work stoppages, slowdowns , delays, work-from-home policies, travel restrictions, and cancellation or postponement of events, among other effects that impacted productivity and disrupted our operations and those of our partners, suppliers, contractors, and customers. One way that COVID-19 has directly affected our operations is that we have experienced increased pricing and/or shortages of certain parts and supplies that are necessary components to the products and services we offer to our customers, and as a result, are experiencing longer lead-times. COVID-19 has indirectly affected our operations as well. For instance, some of our customers experienced downturns or uncertainty in their own business operations and revenue, and as a result, these customers have (and may continue to) decreased or delayed their technology spending, requested pricing concessions or payment extensions, or seek to renegotiate their contracts. For example, one of our customers that uses our products and services in their business operations operates in the live event space, such as music festivals and concerts. Due to measures implemented by local and state governments to restrict public gatherings in order to stop and/or prevent the spread of COVID-19, our customer was unable to generate revenue at previous levels during these times, and as a result, we provided extended payment terms for the collection of our accounts receivables for this particular customer during the pandemic. However, all past due accounts receivables owed by this particular customer have now been received by the Company. During the pandemic, as state, local, and foreign governments implemented (and may continue to implement) preventative measures to contain or mitigate the outbreak of COVID-19, the usage of our products and services fluctuated following such implementation, and we cannot predict how usage levels will continue to be impacted by these preventative measures. There is no assurance that customers will continue to use our products and services, or to the same extent, as the COVID-19 pandemic begins to taper off or when it will end. As a result, it has been difficult to accurately forecast our revenues or financial results, especially given that the near and long term impact of the pandemic remains uncertain. In addition, while the potential impact and duration of the COVID-19 pandemic on the economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, and may reduce our ability to access additional capital, which could negatively affect our liquidity in the future. Our results of operations could be materially below our forecasts as well, which could adversely affect our results of operations, disappoint analysts and investors, or cause our stock price to decline. Furthermore, a decrease in orders in a given period could negatively affect our revenues in future periods. The COVID-19 pandemic may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our December 31, 2020 Annual Report on Form 10-K, filed March 25, 2021, including risks associated with our customers and supply chain. We may take further actions that alter our operations as may be required by federal, state, or local authorities, or which we determine are in our best interests. While much of our operations can be performed remotely, certain activities often require personnel to be on-site, and our ability to carry out these activities has been, and may continue to be negatively impacted if our employees or local personnel are not able to travel. In addition, for activities that may be conducted remotely, there is no guarantee that we will be as effective while working remotely because our team is dispersed and many employees and their families have been negatively affected, mentally or physically, by the COVID-19 pandemic. Decreased effectiveness and availability of our team could harm our business. In addition, we may decide to postpone or cancel planned investments in our business in response to changes in our business as a result of the spread of COVID-19, which may impact our ability to attract and retain customers and our rate of innovation, either of which could harm our business. We do not yet know the full extent of potential delays or impacts on our business, operations, or the global economy as a whole. Currently, we are experiencing unavailability of product and limited supplies, protracted delivery dates for componentry, increasing product costs, and changes in minimum order quantities to secure product. As a result, the Company is carrying increased inventory balances to ensure availability of product and to secure pricing. Additionally, work-in-process and finished goods inventory has been increasing as the timing of availability of certain componentry to the production line has varied from committed delivery dates from vendors. While there have recently been vaccines developed and administered, and certain government orders and restrictions in particular cities, counties, and states have been lifted as the spread of COVID-19 starts to be contained and mitigated, we cannot predict the timing of the vaccine roll-out globally or the efficacy of such vaccines, including against variants of the virus, and we do not yet know how businesses, customers, contractors, suppliers, or our partners will operate in a post COVID-19 environment, especially if additional or supplemental governmental orders, limitations, and restrictions are reinstated. There may be additional costs or impacts to our business and operations, including when we are able to resume in-person activities, travel, and events. In addition, there is no guarantee that a future outbreak of this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could harm our business. Management’s plans with respect to the above are to continue their efforts towards responding to the changing economic landscape attributable to COVID-19, to continue to control costs, conserve cash, strengthen margins, and improve company-wide execution. Specific actions implemented in 2020, by management in response to this effort included a reduction in force, a limited freeze on hiring, reduced work week, minimized overtime, travel and entertainment, and contractor costs. While management expects these actions to result in prospective cost containment, management is also committed to conserving cash, and securing debt and/or equity financing as required for liquidity to meet the Company’s cash requirements through at least a period of the next twelve months. Management believes potential sources of liquidity include at least the following: ▪ In May 2019, the Company filed a registration statement on Form S-3 (Registration No. 333-231513) with the Securities and Exchange Commission (“SEC”) which became effective on June 19, 2019, and allows the Company to offer up to an aggregated of $100,000,000 of its common stock, preferred stock, debt securities, warrants to purchase its common stock, preferred stock or debt securities, subscription rights to purchase its common stock, preferred stock or debt securities and\or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that the Company will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. ▪ On March 1, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued and sold, in a registered direct offering, 1,497,006 shares of the Company’s common stock, par value $0.0001 per share, to the purchaser at an offering price of $6.68 per share. The registered offering was conducted pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-231513), discussed above. As compensation for their services, the Company paid to the placement agents a fee equal to 7.0% of the gross proceeds received by the Company as a result of the registered offering, and reimbursed the placement agents for certain expenses incurred in connection with such offering. The net proceeds to the Company from the registered offering were approximately $9.2 million after deducting certain fees due to the placement agents’ and the Company’s transaction expenses. The net proceeds received by the Company will be used for general corporate and working capital purposes. As a result of management’s cost reduction plans, the Company’s sources of liquidity and management’s most recent cash flow forecasts, management believes that the Company has sufficient liquidity to satisfy its anticipated cash requirements for at least the next twelve months. However, there can be no assurance that management’s cost reduction efforts will be effective, the forecasted cash flows will be achieved, or that external sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to the Company, or at all. Basis of Presentation The accompanying consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). The unaudited consolidated financial statements herein have been prepared by the Company pursuant to the rules and regulations of the SEC. The accompanying interim unaudited consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest year ended December 31, 202 0 . Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 202 0 , audited consolidated financial statements have been omitted from these interim unaudited consolidated financial statements. The Company evaluated all subsequent events and transactions through the date of filing this report. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the audited consolidated financial statements and notes for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2021. Principles of Consolidation The accompanying consolidated financial statements include the accounts of OSS, which include the acquisition of CDI, and its wholly owned subsidiary, OSS GmbH, which also includes the acquisition of Bressner. Intercompany balances and transactions have been eliminated in consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES There have been no changes to our accounting policies disclosed in our audited consolidated financial statements and the related notes for the year ended December 31, 2020, except for the addition of a definition of, and description of our policy for short-term investments as follows: Short-term Investments Short-term investments consist predominantly of commercial paper, corporate debt securities, U.S. Treasury securities, and asset-backed securities. The Company classifies short-term investments based on the facts and circumstances surrounding the investments at the time of purchase and evaluates such classification as of each balance sheet date. On September 30, 2021, all short-term investments were classified as available-for-sale. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income—a component of stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense) in the consolidated statement of operations. The Company evaluates its investments to determine whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered to be other than temporary if they are related to deterioration in credit risk or if it is likely that the Company will sell the securities before recovery of their cost basis. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. On an ongoing basis, our management evaluates these estimates and assumptions, including those related to determination of standalone selling prices of our products and services, allowance for doubtful account and sales reserves, income tax valuations, stock-based compensation, goodwill, intangible assets and inventory valuations and recoverability. We base our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. As of September 30, 2021, we had $3,604,607 in net deferred tax assets (“DTAs”). These DTAs include approximately $5.3 million related to net operating loss carryforwards that can be used to offset taxable income in future periods and reduce our income taxes payable in those future periods. At this time, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs. However, it is possible that economic conditions may On March 11, 2021, Congress passed, and the President signed into law, the American Rescue Plan Act, 2021 (the “ARP”), which includes certain business tax provisions. At this point, we do not believe that these changes will have a material impact on our income tax provision for 2021. We will continue to evaluate the impact of new legislation on our financial position, results of operations, and cash flows. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or assumptions or a revision of the carrying value of our assets or liabilities as of the date of this Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. |
Short-Term Investments
Short-Term Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Short-Term Investments | NOTE 3 - SHORT-TERM INVESTMENTS The Company’s short-term investments by significant investment category as of September 30, 2021, are as follows: Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Accrued Interest Estimated Fair Value Level 1: (1) Cash alternatives $ 1,350,654 $ - $ - $ - $ 1,350,654 Certificates of deposit 592,785 - 81 729 593,433 Corporate bonds and notes 4,324,787 - 962 34,571 4,358,396 Municipal Securities 8,177,623 471 - 53,507 8,231,601 $ 14,445,849 $ 471 $ 1,043 $ 88,807 $ 14,534,084 (1) Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities. Cash alternatives represents cash balances in savings accounts which are temporarily on-hand that are immediately available for investments in accordance with the Company’s investment policy. The Company typically invests in highly rated securities and its investment policy limits the amount of credit exposure to any one issuer. The policy requires investments in fixed income instruments denominated and payable in U.S. dollars only and requires investments to be investment grade, with a primary objective of minimizing the potential risk of principal loss. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Receivable Net Current [Abstract] | |
Accounts Receivable | NOTE 4 – ACCOUNTS RECEIVABLE Accounts receivable, net consists of the following: September 30, December 31, 2021 2020 Accounts receivable $ 5,835,675 $ 7,491,397 Unbilled receivables - 106 5,835,675 7,491,503 Less: allowance for doubtful accounts (27,491 ) (33,120 ) $ 5,808,184 $ 7,458,383 Unbilled receivables include amounts associated with percentage of completion and milestone billing accounting, which includes cost and gross profit earned in excess of billing, not currently billable due to contractual provisions. (Recovery) provision for bad debt expense related to accounts receivable was $0 and $12,361 for the three month period ended September 30, 2021 and 2020, respectively, and ($4,902) and $10,950 for the nine month period ended September 30, 2021 and 2020, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories, net consist of the following: September 30, December 31, 2021 2020 Raw materials $ 5,318,929 $ 5,210,327 Sub-assemblies 264,690 255,699 Work-in-process 1,668,214 407,328 Finished goods 7,813,887 4,424,603 15,065,720 10,297,957 Less: reserves for obsolete and slow-moving inventories (704,686 ) (650,453 ) $ 14,361,034 $ 9,647,504 |
Long-Lived Intangible Assets
Long-Lived Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Long-Lived Intangible Assets | NOTE 6 – LONG LIVED INTANGIBLE ASSETS Definite lived intangible assets related to acquisition are as follows, as of September 30, 2021: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 1 to 23 months $ 2,084,515 $ (1,929,551 ) $ 154,964 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 1 month 447,274 (438,121 ) 9,153 Non-compete 36 months 1 month 246,797 (240,358 ) 6,439 $ 3,538,793 $ (3,368,237 ) $ 170,556 Definite lived intangibles assets related to acquisitions are as follows, as of December 31, 2020: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 10 to 32 months $ 2,084,515 $ (1,578,178 ) $ 506,337 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 10 months 447,274 (355,742 ) 91,532 Non-compete 36 months 10 months 246,797 (182,409 ) 64,388 $ 3,538,793 $ (2,876,536 ) $ 662,257 As of September 30, 2021, amortization expense of the definite lived intangible assets for the years remaining is as follows: 2021 2022 2023 Total $ 65,171 $ 63,231 $ 42,154 $ 170,556 Amortization expense recognized during the three months ended September 30, 2021 and 2020, was $163,900 and $197,984, respectively, and $491,701 and $520,035 for the nine months ended September 30, 2021 and 2020, respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: September 30, December 31, 2021 2020 Accrued compensation and related liabilities $ 1,147,907 $ 932,988 Deferred revenue and customer deposits 908,828 1,096,672 Warranty reserve 500,500 425,636 Deferred rent 263,144 312,909 Other accrued expenses 621,712 713,239 $ 3,442,091 $ 3,481,444 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8 – DEBT Bank Lines of Credit Bressner Technology GmbH has three revolving lines of credit with German institutions, including UniCredit Bank, totaling €2,700,000 (US$3,125,782) as of September 30, 2021. Borrowing under the lines of credit bear interest at a variable rate of Euribor plus a stated rate. The current rates as of September 30, 2021, for the lines of credit are from 3.10% to 4.0%, with the balances being open indefinitely or until occurrence of a defined change of control event. There were no outstanding lines of credit balances as of September 30, 2021 and December 31, 2020. Foreign Debt Obligations Bressner has three term loans outstanding as of September 30, 2021, with a total balance outstanding of €1,500,000 (US$1,736,546) as follows: • On June 18, 2021, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bears interest at 1.55% with interest only payments to be paid on a quarterly basis. The note is due on December 17, 2021, with a payment of principal and unpaid interest due upon maturity. The balance outstanding as of September 30, 2021, is €500,000 (US$578,849); • On June 4, 2021, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bears interest at 1.55% with interest only payments to be paid on a quarterly basis. The note is due on November 30, 2021, with a payment of principal and unpaid interest due upon maturity. The balance outstanding as of September 30, 2021, is €500,000 (US$578,849); • On April 9, 2021, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bears interest at 1.60% with interest only payments to be paid on a quarterly basis. The note was due on September 30, 2021, with a payment of principal and interest due upon maturity. This loan was paid in full on September 30, 2021with proceeds from a new note which bears interest at 1.57% with similar terms. This new note has an outstanding balance of €500,000 (US$578,848) as of September 30, 2021. This new note is due on March 31, 2022; • On June 25, 2020, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bore interest at 1.87% interest and matured on June 18, 2021, with a balloon payment of principal and interest due upon maturity. The amount outstanding was paid in full as of September 30, 2021. The balance outstanding as of December 31, 2020, was €500,000 (US$611,406); • On April 9, 2020, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bore interest at 1.90% and matured on April 9, 2021, with a balloon payment of principal and interest due upon maturity. The amount outstanding was paid in full as of September 30, 2021. The balance outstanding as of December 31, 2020, was €500,000 (US$611,406); On April 1, 2019, Bressner entered into a note payable in the amount of €500,000 (US$586,189), which bore interest at 2.25% and matured on March 30, 2021, with monthly payments of principal and interest of €22,232 (US$24,960). The amount outstanding was paid in full as of September 30, 2021. The balance outstanding as of December 31, 2020, was €66,446 (US$81,251); In September 2019, Bressner entered into a note payable in the amount of €300,000 (US$336,810) which bore interest at 1.65% and matured on March 24, 2020, with a balloon payment of principal and interest. The outstanding balance was paid in full as of September 30, 2021 and December 31, 2020; and In September 2017, Bressner entered into a note payable, in the amount of €400,000 (US$436,272) which bore interest at 2.125% and matured on January 31, 2020 and was paid in full as of September 30, 2021 and December 31, 2020. Notes Payable In April 2019, the Company borrowed an aggregate of $350,000 from three individuals for a two-year Notes Payable – Related Parties In April 2019, the Company borrowed an aggregate of $1,150,000 from three individuals who serve on the Company’s board of directors for a two-year Paycheck Protection Program Loan On April 28, 2020, the Company received authorization pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”) for a “PPP” loan. On May 11, 2020, the Loan was funded, and the Company received proceeds in the amount of $1,499,360 (the “PPP Loan”). The PPP Loan, which took the form of a two-year promissory note (the “PPP Note”), matures on April 28, 2022 and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), was initially to commence on October 28, 2020. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The PPP Note provides for customary events of default, including, among others, those relating to failure to make payment, breaches of any term, obligation, covenant, or condition contained in the PPP Note and payment of unauthorized expenses or use of proceeds contrary to CARES Act rules. Under the original rules, all or a portion of the PPP Loan may be forgiven by the SBA and lender upon application by the Company beginning 60 days but not later than 120 days, after loan approval and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the eight-week However, the Paycheck Protection Program Flexibility Act of 2020 (the “PPP Flexibility Act”), enacted on June 5, 2020, amended twenty-four weeks from the date the PPP Loan was originated, during which PPP funds need to be expended in order to be forgiven; (ii) at least 60% of PPP funds must be spent on payroll costs, with the remaining 40% available to spend on other eligible expenses; (iii) payments are deferred until the date on which the amount of forgiveness determined is remitted to the lender, and if a borrower fails to seek forgiveness within 10 months after the last day of its covered period, then payments will begin on the date that is 10 months after the last day of the covered period; and (iv) the PPP Flexibility Act modified the CARES Act by increasing the maturity date for loans made after the effective date from two years to a minimum maturity of five years from the date on which the borrower applies for loan forgiveness. Existing PPP loans made before the new legislation retain their original two-year The Company submitted an application with the lender to forgive the PPP Loan, in accordance with SBA Procedural Notice, Control No. 5000-20057, effective as of October 2, 2020. On May 3, 2021, the Company received notification from the SBA that its PPP Loan of $1,499,360, plus accrued interest of $14,994 had been fully forgiven and such amount has been recognized as other income in the consolidated statement of operations. Senior Secured Convertible Note On April 20, 2020, the Company entered into a Securities Purchase Agreement with an institutional investor, providing for the issuance by the Company of Senior Secured Convertible Promissory Notes with a principal face value of up to $6,000,000. The notes are, subject to certain conditions, convertible into shares of the Company’s common stock, par value $0.0001 per share, at an initial conversion price per share of $2.50. The notes will be issued with a 10% original issue discount. At the initial closing of this offering, the Company issued notes in the principal amount of $3,000,000 with a 10% original issue discount resulting in Pursuant to the Securities Purchase Agreement, the Company had the right to consummate additional closings of up to an additional $3,000,000, subject to the prior satisfaction of certain closing conditions. This right expired effective April 20, 2021, and the Company may no longer consummate additional closings under the Securities Purchase Agreement. The Notes are convertible at any time, in whole or in part, at the option of the investors, into shares of common stock at the initial conversion price of $2.50 per share. The conversion price is subject to adjustment for issuances of securities below the conversion price then in effect and for stock splits, combinations or similar events. If immediately following the close of business on the nine month anniversary of the issuance date of each note, the conversion price then in effect exceeds 135% of the volume weighted average price VWAP (the “Market Price”), the initial conversion price under any such note will be automatically lowered to the Market Price. Commencing July 1, 2020, the Company has made monthly amortization payments equal to 1/22nd installment amount on notes issued at additional closings). As of September 30, 2021 , the holder has elected to defer receipt of twelve installment payments as allowed per the agreement. Subject to the satisfaction of certain equity conditions set forth in the notes, installment amounts may be satisfied in shares of our common stock, with such installment conversion at a conversion price equal to the lower of (i) the conversion price then in effect; and (ii) the greater of (x) the floor price of $1.00 (80% of the Nasdaq market price at date of purchase agreement) and (y) the lower of (I) 82.5% the volume weighted average price of our common stock on the trading day immediately before the applicable installment date and (II) 82.5% of the quotient of (A) the sum of the volume weighted average price of our common stock for each of the three (3) trading days with the lowest volume weighted average price of our common stock during the twenty (20) consecutive trading day period ending and including the trading day immediately prior to the applicable installment date, divided by (B) three (3). Shares of our common stock to be issued with respect to any such installment will be pre-delivered on the second trading day after the applicable installment notice date (as defined in the notes) with a true-up on the applicable installment date. The market value of any installment amount below the floor price will be cash settled on the applicable installment date. Management evaluated the embedded conversion feature to determine whether bifurcation was required as a separate derivative liability. Management first determined that the conversion feature was not within the scope of ASC 480. It then determined that the embedded derivative should be separated from the host instrument and accounted for as a derivative instrument because it met the criteria of ASC 815-15-25-1, primarily because the contract provides for delivery of an asset that puts the recipient in substantially the same position as net settlement. However, in part due to the Company’s adoption of ASC 2017-11 on April 1, 2020, which allowed management to disregard the down round provisions of the conversion feature, management determined that a scope exception to derivative accounting existed by satisfying the additional conditions necessary for equity classification specified by ASC 815-10-15-74 and ASC 815-40-25. As a result of management’s analysis, the conversion feature was not accounted for separately from the debt instrument and the Company will recognize the contingent beneficial conversion feature when, or if, such is triggered. The original issue discount of 10% on the Senior Secured Convertible Note was recorded as a debt discount, decreasing the note payable. This debt discount is amortized to interest expense using the effective interest rate method over the term of the loan. For the three months ended September 30, 2021 and 2020, total debt discount amortization was $26,285 and $61,518, respectively, and was $121,644 and $110,659 for the nine months ended September 30, 2021 and 2020, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of operations. Debt issuance costs in the amount of $316,274 related to this indebtedness were deducted from the face value of the note. Such costs are amortized to interest expense using the effective interest rate method over the term of the loan. Total debt issuance costs amortized during the three months ended September 30, 2021 and 2020, was $27,711 and $64,855, respectively, and $128,243 and $116,662 for the nine months ended September 30, 2021 and 2020, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of operations. Debt Discount The relative fair value of warrants issued in connection with the notes payable described above were recorded as debt discount, decreasing notes payable and related-party notes payable and increasing additional paid-in-capital on the accompanying consolidated balance sheets. The debt discounts are being amortized to interest expense over the term of the corresponding notes payable using the straight-line method, which approximates the effective interest method. For the three months ended September 30, 2021 and 2020, total debt discount amortization was $0 and $72,372, respectively, and was $8,773 and $139,221 for the nine months ended September 30, 2021 and 2020, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of operations. A summary of outstanding debt obligations as of September 30, 2021, is as follows: Loan Description Current Interest Rate Maturity Date Balance (Euro) Balance ($) Current Portion Domestic: Convertible senior secured note 10% OID April-22 - $ 2,590,909 $ 2,590,909 € - $ 2,590,909 $ 2,590,909 Foreign: Uni Credit Bank AG 1.57% March-22 € 500,000 $ 578,848 $ 578,848 Uni Credit Bank AG 1.55% November-21 500,000 578,849 578,849 Uni Credit Bank AG 1.55% December-21 500,000 578,849 578,849 € 1,500,000 $ 1,736,546 $ 1,736,546 $ 4,327,455 $ 4,327,455 Outstanding debt obligations as of September 30, 2021, consist of the following: Period Ended September 30, 2021 Convertible Note Foreign Total Current portion: Principal $ 2,590,909 $ 1,736,546 $ 4,327,455 Less discount (9,961 ) - (9,961 ) Less loan origination costs (10,501 ) - (10,501 ) Net liability $ 2,570,447 $ 1,736,546 $ 4,306,993 Total future principal payments under notes payable and related party notes payable as of September 30, 2021, are as follows: Period Ending September 30, 2022 Convertible Note Foreign Total Discount / Loan Original Costs 2022 $ 2,590,909 $ 1,736,546 $ 4,327,455 $ (20,462 ) Total minimum payments 2,590,909 1,736,546 4,327,455 (20,462 ) Current portion of notes payable (2,590,909 ) (1,736,546 ) (4,327,455 ) 20,462 Notes payable, net of current portion $ - $ - $ - $ - |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY The Company’s amended and restated certificate of incorporation filed on December 14, 2017, authorizes the Company to issue 10,000,000 shares of preferred stock and 50,000,000 shares of common stock. Stock Options Effective June 24, 2020, the Company entered into an employment agreement with David Raun to serve as the Company’s president and chief executive officer. Pursuant to the terms of the employment agreement, Mr. Raun is entitled to receive 412,125 restricted stock units (“RSUs”) that shall vest over three years, with one third The ISOs shall vest at the end of each of the second and fourth quarters, the price of the Company’s common stock as of the end of quarter two or quarter four, as applicable, shall be determined using the ten-day trailing volume weighted average price (“VWAP”) after reporting of quarter two and quarter four earnings, as applicable. The date of each such determination shall be referred to as a “Determination Date.” If on any Determination Date the Company’s stock price has increased from the prior Determination Date, then a portion of the ISOs shall become vested. The number of ISOs that shall become vested on a Determination Date is determined as follows: ((Price at Determination Date – Price at prior Determination Date) x 100) * 1,177.52 = Vested ISOs. If on any Determination Date the Company’s stock price is $5.50 per share, all ISOs shall immediately become vested. As of September 30, 2021, Mr. Raun’s ISOs are fully vested, but not exercised, based upon achievement of the specified performance objectives. In the event, that Mr. Raun’s employment agreement is terminated for a reason other than “good cause” or for “good reason”, upon Mr. Raun’s execution of an effective waiver and release of claims, unvested RSUs shall accelerate so that an additional twelve (12) months of RSUs shall vest from the termination date. A summary of stock option activity under each of the Company’s stock option plans during the nine months ended September 30, 2021, is as follows: Stock Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding on January 1, 2021 1,320,267 $ 1.81 6.43 $ 2,889,274 Granted - $ - - $ - Forfeited / Canceled (13,772 ) $ 2.66 6.21 $ 29,350 Exercised (229,496 ) $ 1.11 2.76 $ 899,175 Outstanding on September 30, 2021 1,076,999 $ 1.95 6.30 $ 3,316,333 Exercisable as of September 30, 2021 1,059,582 $ 1.94 6.27 $ 3,273,749 Vested and expected to vest as of September 30, 2021 1,044,689 $ 1.95 6.30 $ 3,216,843 The following table presents details of the assumptions used to calculate the weighted-average grant date fair value of common stock options granted by the Company. There were no options granted during the nine month period ended September 30, 2021: For the Nine Months Ended September 30, 2021 2020 Expected term (in years) - 5.04 Expected volatility 0.00 % 43.5 - 47.8% Risk-free interest rate 0.00 % 0.33 % Weighted average grant date fair value per share $ - $ 0.83 Grant date fair value of options vested $ 329,980 $ 545,388 Intrinsic value of options exercised $ 899,175 $ 917,625 As of September 30, 2021, the amount of unearned stock-based compensation estimated to be expensed from 2021 through 2025 related to unvested common stock options is $15,678, net of estimated forfeitures. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 0.94 years. If there are any modifications or cancellations of the underlying unvested awards, the Company may be required to accelerate, increase, or cancel any remaining unearned stock-based compensation expense or calculate and record additional expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional common stock options or other stock-based awards. Restricted Stock Units Restricted stock units may be granted at the discretion of the compensation committee of the Board of Directors under the Company’s 2017 Equity Incentive Plan that was adopted on October 10, 2017 (as amended, the “2017 Plan”) in connection with the hiring and retention of personnel and are subject to certain conditions. Restricted stock units generally vest quarterly or semi-annually over a period of one to three years and are typically forfeited if employment is terminated before the restricted stock unit vest. The compensation expense related to the restricted stock units is calculated as the fair value of the common stock on the grant date and is amortized to expense over the vesting period and is adjusted for estimated forfeitures. The Company’s restricted stock unit activity for the nine months ended September 30, 2021, is as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Unvested on January 1, 2021 575,922 $ 2.65 Granted 420,196 $ 5.77 Vested (293,672 ) $ 2.98 Canceled (5,125 ) $ 5.88 Unvested on September 30, 2021 697,321 $ 4.37 As of September 30, 2021, there was $2,285,644 of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 1.87 years. Stock-based compensation expense for the three and nine month periods ended September 30, 2021 and 2020, was comprised of the following: For the Three Months Ended September 30, For the Nine Months Ended September 30, Stock-based compensation classified as: 2021 2020 2021 2020 General and administrative $ 239,056 $ 171,636 $ 855,881 $ 373,667 Production 49,826 15,118 143,142 50,856 Marketing and selling 71,169 15,696 200,885 50,062 Research and development 39,097 7,830 102,970 28,834 $ 399,148 $ 210,280 $ 1,302,878 $ 503,419 Warrants The following table summarizes the Company’s warrant activity during the nine months ended September 30, 2021: Number of Warrants Weighted Average Exercise Price Warrants outstanding – January 1, 2021 505,946 $ 5.00 Warrants granted - $ - Warrants exercised (54,834 ) $ 1.96 Warrants outstanding – September 30, 2021 451,112 $ 5.37 Amendment to 2017 Plan On June 24, 2020, the Company amended the 2017 Plan to increase the maximum limitation of the number of shares of common stock with respect to one or more Stock Awards (as defined in the 2017 Plan) that may be granted to any one participant under the 2017 Plan during any calendar year from 500,000 shares to 1,000,000 shares. The amendment did not increase the total number of shares of common stock reserved under the 2017 Plan, and did not require stockholder approval. On May 19, 2021, the Company’s stockholders approved, by a majority of votes cast, the Company’s proposal to increase the number of shares authorized for issuance under the 2017 Plan from 1,500,000 shares to 3,000,000 shares of common stock of the Company pursuant to the terms and conditions of the 2017 Plan. The amendment took effect upon receipt of stockholder approval. S-8 Registration Statement On June 21, 2021, the Company filed a Form S-8 Registration Statement relating to 3,543,114 shares of the Company’s common stock, par value $0.0001 per share, issuable to the employees, officers, directors, consultants and advisors of the Company under the Company’s 2017 Plan, One Stop Systems, Inc. 2015 Stock Option Plan, and One Stop Systems, Inc. 2011 Stock Option Plan. On August 12, 2021, the Company filed a new S-8 Registration Statement relating to the additional 1,500,000 shares of common stock authorized for issuance under the 2017 Plan, as approved by the Company’s stockholders on May 19, 2021 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal We are subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of our business. On September 29, 2020, the Company’s former Chief Executive Officer, Stephen D. Cooper, commenced an action against the Company entitled Stephen D. Cooper v. One Stop Systems, Inc. et al, in San Diego County Superior Court, Case No. 37-2020-00034492-CU-BC-CTL. Mr. Cooper alleges claims for (1) breach of written contract and (2) violation of California Labor Code Sections 201 and 203 in connection with the Company’s alleged failure to pay unpaid wages and an earned bonus following the Company’s termination of Mr. Cooper’s employment with the Company in February 2020. Mr. Cooper sought unspecified compensatory damages and statutory penalties. The Company denied Mr. Cooper’s allegations. On December 8, 2020, the Company filed a cross-complaint (“Cross Complaint”) against Mr. Cooper for (1) breach of contract (in connection with a binding commitment letter and Mr. Cooper’s employment agreement); (2) intentional misrepresentation, (3) negligent misrepresentation; and (4) breach of fiduciary duty pursuant to which the Company sought compensatory damages, punitive damages, pre-judgment interest, attorneys’ fees, and the cost of suit incurred in connection with Mr. Cooper’s complaint and the Cross Complaint. On June 28, 2021, pursuant to the parties’ agreement to resolve all of their disputes, the court entered a dismissal with prejudice of the litigation, including all claims and cross-claims. As a result, these actions have been resolved. Guarantees and Indemnities The Company has made certain indemnities, under which it may be required to make payments to an indemnified party, in relation to certain transactions. The Company indemnifies its directors, officers, employees, and agents to the maximum extent permitted under the laws of the State of Delaware. In connection with its facility lease, the Company has indemnified its lessor for certain claims arising from the use of the facilities. Also, in connection with its Credit Agreement, the Company has agreed to indemnify its lender and others related to the use of the proceeds and other matters. The duration of the indemnities varies, and in many cases is indefinite. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities in the accompanying consolidated balance sheets. Leases The Company leases its offices, manufacturing, and warehouse facility in San Diego County under a non-cancelable operating lease. Our corporate headquarters are in a leased space comprising of approximately 29,342 August 2024 Additionally, the Company entered into a two year lease beginning July 2021, for a 1,632 square foot lab facility in Anaheim, California. The Company also leases a 3,208 square foot facility in Salt Lake City, Utah that houses our Ion software development team, that was modified in July 2021 and expires in June 2023 For the three months ended September 30, 2021 and 2020, rent expense was $162,745 and $162,262, respectively. For the nine months ended September 30, 2021 and 2020, rent expense was $614,996 and $528,418, respectively. Purchase Commitments In the normal course of business, the Company may enter into purchase commitments for inventory components to be delivered based upon pre-established delivery schedules over a period that may exceed one year. Customer Concentration During the three month periods ended September 30, 2021 and 2020, the Company had two customers in each period, respectively, During the nine month periods ended September 30, 2021 and 2020, the Company had two customers and one customer, respectively, that accounted for approximately 36% and 15%, respectively, of revenue for which each represented greater than 10% of our consolidated year to date revenue. As of September 30, 2021 and December 31 2020, the Company had one customer and three customers, respectively, that accounted for approximately 60% and 64%, respectively, of trade accounts receivables for which each customer’s balances represented greater than 10% of our consolidated trade accounts receivable balance. During the three month periods ended September 30, 2021 and 2020, the Company had approximately 16% and 31%, respectively, of purchases from vendors/suppliers for which each represents greater than 10% of our consolidated purchases. During the nine month periods ended September 30, 2021 and 2020, the Company had approximately 13% and 24%, respectively, of purchases from vendors/suppliers for which each represents greater than 10% of our consolidated purchases. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11 – RELATED PARTY TRANSACTIONS In April 2019, certain members of the Company’s Board of Directors executed definitive agreements to commit funds of up to $4,000,000 as a credit facility. The Company initially borrowed an aggregate of $1,150,000 from members of the Board of Directors and an aggregated of $350,000 from other shareholders for a two-year |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NOTE 12 – NET INCOME (LOSS) PER SHARE Basic and diluted net income (loss) per share was calculated as follows for the three and nine month periods ended September 30, 2021 and 2020: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 980,696 $ 857,790 $ 2,719,016 $ (250,404 ) Denominator: Weighted average common shares outstanding - basic 18,636,337 16,585,773 18,170,700 16,469,457 Effect of dilutive securities 1,326,933 432,841 1,295,323 - Weighted average common shares outstanding - diluted 19,963,270 17,018,614 19,466,023 16,469,457 Net income (loss) per common share: Basic $ 0.05 $ 0.05 $ 0.15 $ (0.02 ) Diluted $ 0.05 $ 0.05 $ 0.14 $ (0.02 ) |
Revenue, Segment and Geographic
Revenue, Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Revenue, Segment and Geographic Information | NOTE 13 – REVENUE, SEGMENT AND GEOGRAPHIC INFORMATION The Company operates in two reportable segments: the design and manufacture of high-performance customized computers and flash arrays, which is inclusive of in-flight entertainment & connectivity; and value-added reseller with minimal customization. The Company evaluates financial performance on a company-wide basis. As of June 1, 2020, CDI’s operations became fully integrated and combined with the operation of OSS’ core business operations located in Escondido, California. It is the Company’s intention to dissolve CDI as a standalone entity upon resolution of certain outstanding items. Segment detail for the three and nine month periods ended September 30, 2021 and 2020, is as follows: For the Three Months Ended September 30, 2021 For the Three Months Ended September 30, 2020 OSS Bressner Total OSS Bressner Total Revenues $ 9,263,796 $ 6,720,497 $ 15,984,293 $ 8,976,539 $ 3,999,519 $ 12,976,058 Cost of revenues (5,468,204 ) (4,999,386 ) (10,467,590 ) (4,976,063 ) (3,098,382 ) (8,074,445 ) Gross profit 3,795,592 1,721,111 5,516,703 4,000,476 901,137 4,901,613 Gross margin % 41.0 % 25.6 % 34.5 % 44.6 % 22.5 % 37.8 % Total operating expenses (3,562,174 ) (928,250 ) (4,490,424 ) (3,052,949 ) (869,222 ) (3,922,171 ) Income from operations $ 233,418 $ 792,861 $ 1,026,279 $ 947,527 $ 31,915 $ 979,442 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 OSS Bressner Total OSS Bressner Total Revenues $ 26,968,202 $ 17,236,852 $ 44,205,054 $ 24,722,066 $ 13,238,957 $ 37,961,023 Cost of revenues (16,572,433 ) (13,030,390 ) (29,602,823 ) (15,899,150 ) (10,439,377 ) (26,338,527 ) Gross profit 10,395,769 4,206,462 14,602,231 8,822,916 2,799,580 11,622,496 Gross profit % 38.5 % 24.4 % 33.0 % 35.7 % 21.1 % 30.6 % Total operating expenses (9,986,391 ) (2,797,880 ) (12,784,271 ) (9,883,997 ) (2,676,097 ) (12,560,094 ) Income (loss) from operations $ 409,378 $ 1,408,582 $ 1,817,960 $ (1,061,081 ) $ 123,483 $ (937,598 ) Revenue from customers with non-U.S. billing addresses represented approximately 63% and 35% As of September 30, 2021, substantially all the Company’s long-lived assets are located in the United States of America, with the exception of assets of $184,723 located in Germany. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated subsequent events after the consolidated balance sheet dated as of September 30, 2021, through the date of filing of this quarterly report. Based upon the Company’s evaluation, management has determined that, other than as disclosed in the accompanying notes, no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). The unaudited consolidated financial statements herein have been prepared by the Company pursuant to the rules and regulations of the SEC. The accompanying interim unaudited consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest year ended December 31, 202 0 . Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 202 0 , audited consolidated financial statements have been omitted from these interim unaudited consolidated financial statements. The Company evaluated all subsequent events and transactions through the date of filing this report. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the audited consolidated financial statements and notes for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of OSS, which include the acquisition of CDI, and its wholly owned subsidiary, OSS GmbH, which also includes the acquisition of Bressner. Intercompany balances and transactions have been eliminated in consolidation. |
Short-term Investments | Short-term Investments Short-term investments consist predominantly of commercial paper, corporate debt securities, U.S. Treasury securities, and asset-backed securities. The Company classifies short-term investments based on the facts and circumstances surrounding the investments at the time of purchase and evaluates such classification as of each balance sheet date. On September 30, 2021, all short-term investments were classified as available-for-sale. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income—a component of stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense) in the consolidated statement of operations. The Company evaluates its investments to determine whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered to be other than temporary if they are related to deterioration in credit risk or if it is likely that the Company will sell the securities before recovery of their cost basis. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. On an ongoing basis, our management evaluates these estimates and assumptions, including those related to determination of standalone selling prices of our products and services, allowance for doubtful account and sales reserves, income tax valuations, stock-based compensation, goodwill, intangible assets and inventory valuations and recoverability. We base our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. As of September 30, 2021, we had $3,604,607 in net deferred tax assets (“DTAs”). These DTAs include approximately $5.3 million related to net operating loss carryforwards that can be used to offset taxable income in future periods and reduce our income taxes payable in those future periods. At this time, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs. However, it is possible that economic conditions may On March 11, 2021, Congress passed, and the President signed into law, the American Rescue Plan Act, 2021 (the “ARP”), which includes certain business tax provisions. At this point, we do not believe that these changes will have a material impact on our income tax provision for 2021. We will continue to evaluate the impact of new legislation on our financial position, results of operations, and cash flows. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or assumptions or a revision of the carrying value of our assets or liabilities as of the date of this Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Short-Term Investments by Significant Investment Category | The Company’s short-term investments by significant investment category as of September 30, 2021, are as follows: Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Accrued Interest Estimated Fair Value Level 1: (1) Cash alternatives $ 1,350,654 $ - $ - $ - $ 1,350,654 Certificates of deposit 592,785 - 81 729 593,433 Corporate bonds and notes 4,324,787 - 962 34,571 4,358,396 Municipal Securities 8,177,623 471 - 53,507 8,231,601 $ 14,445,849 $ 471 $ 1,043 $ 88,807 $ 14,534,084 (1) Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Receivable Net Current [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following: September 30, December 31, 2021 2020 Accounts receivable $ 5,835,675 $ 7,491,397 Unbilled receivables - 106 5,835,675 7,491,503 Less: allowance for doubtful accounts (27,491 ) (33,120 ) $ 5,808,184 $ 7,458,383 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net | Inventories, net consist of the following: September 30, December 31, 2021 2020 Raw materials $ 5,318,929 $ 5,210,327 Sub-assemblies 264,690 255,699 Work-in-process 1,668,214 407,328 Finished goods 7,813,887 4,424,603 15,065,720 10,297,957 Less: reserves for obsolete and slow-moving inventories (704,686 ) (650,453 ) $ 14,361,034 $ 9,647,504 |
Long-Lived Intangible Assets (T
Long-Lived Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite Lived Intangible Assets | Definite lived intangible assets related to acquisition are as follows, as of September 30, 2021: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 1 to 23 months $ 2,084,515 $ (1,929,551 ) $ 154,964 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 1 month 447,274 (438,121 ) 9,153 Non-compete 36 months 1 month 246,797 (240,358 ) 6,439 $ 3,538,793 $ (3,368,237 ) $ 170,556 Definite lived intangibles assets related to acquisitions are as follows, as of December 31, 2020: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 10 to 32 months $ 2,084,515 $ (1,578,178 ) $ 506,337 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 10 months 447,274 (355,742 ) 91,532 Non-compete 36 months 10 months 246,797 (182,409 ) 64,388 $ 3,538,793 $ (2,876,536 ) $ 662,257 |
Schedule of Amortization Expense of Definite Lived Intangible Assets | As of September 30, 2021, amortization expense of the definite lived intangible assets for the years remaining is as follows: 2021 2022 2023 Total $ 65,171 $ 63,231 $ 42,154 $ 170,556 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: September 30, December 31, 2021 2020 Accrued compensation and related liabilities $ 1,147,907 $ 932,988 Deferred revenue and customer deposits 908,828 1,096,672 Warranty reserve 500,500 425,636 Deferred rent 263,144 312,909 Other accrued expenses 621,712 713,239 $ 3,442,091 $ 3,481,444 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt Obligations | A summary of outstanding debt obligations as of September 30, 2021, is as follows: Loan Description Current Interest Rate Maturity Date Balance (Euro) Balance ($) Current Portion Domestic: Convertible senior secured note 10% OID April-22 - $ 2,590,909 $ 2,590,909 € - $ 2,590,909 $ 2,590,909 Foreign: Uni Credit Bank AG 1.57% March-22 € 500,000 $ 578,848 $ 578,848 Uni Credit Bank AG 1.55% November-21 500,000 578,849 578,849 Uni Credit Bank AG 1.55% December-21 500,000 578,849 578,849 € 1,500,000 $ 1,736,546 $ 1,736,546 $ 4,327,455 $ 4,327,455 Outstanding debt obligations as of September 30, 2021, consist of the following: Period Ended September 30, 2021 Convertible Note Foreign Total Current portion: Principal $ 2,590,909 $ 1,736,546 $ 4,327,455 Less discount (9,961 ) - (9,961 ) Less loan origination costs (10,501 ) - (10,501 ) Net liability $ 2,570,447 $ 1,736,546 $ 4,306,993 |
Schedule of Total Future Payments under Notes Payable and Related Party Notes Payable | Total future principal payments under notes payable and related party notes payable as of September 30, 2021, are as follows: Period Ending September 30, 2022 Convertible Note Foreign Total Discount / Loan Original Costs 2022 $ 2,590,909 $ 1,736,546 $ 4,327,455 $ (20,462 ) Total minimum payments 2,590,909 1,736,546 4,327,455 (20,462 ) Current portion of notes payable (2,590,909 ) (1,736,546 ) (4,327,455 ) 20,462 Notes payable, net of current portion $ - $ - $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under each of the Company’s stock option plans during the nine months ended September 30, 2021, is as follows: Stock Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding on January 1, 2021 1,320,267 $ 1.81 6.43 $ 2,889,274 Granted - $ - - $ - Forfeited / Canceled (13,772 ) $ 2.66 6.21 $ 29,350 Exercised (229,496 ) $ 1.11 2.76 $ 899,175 Outstanding on September 30, 2021 1,076,999 $ 1.95 6.30 $ 3,316,333 Exercisable as of September 30, 2021 1,059,582 $ 1.94 6.27 $ 3,273,749 Vested and expected to vest as of September 30, 2021 1,044,689 $ 1.95 6.30 $ 3,216,843 |
Schedule of Assumption to Calculate Weighted Average Grant Date Fair Value of Options Grant | The following table presents details of the assumptions used to calculate the weighted-average grant date fair value of common stock options granted by the Company. There were no options granted during the nine month period ended September 30, 2021: For the Nine Months Ended September 30, 2021 2020 Expected term (in years) - 5.04 Expected volatility 0.00 % 43.5 - 47.8% Risk-free interest rate 0.00 % 0.33 % Weighted average grant date fair value per share $ - $ 0.83 Grant date fair value of options vested $ 329,980 $ 545,388 Intrinsic value of options exercised $ 899,175 $ 917,625 |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the nine months ended September 30, 2021, is as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Unvested on January 1, 2021 575,922 $ 2.65 Granted 420,196 $ 5.77 Vested (293,672 ) $ 2.98 Canceled (5,125 ) $ 5.88 Unvested on September 30, 2021 697,321 $ 4.37 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense for the three and nine month periods ended September 30, 2021 and 2020, was comprised of the following: For the Three Months Ended September 30, For the Nine Months Ended September 30, Stock-based compensation classified as: 2021 2020 2021 2020 General and administrative $ 239,056 $ 171,636 $ 855,881 $ 373,667 Production 49,826 15,118 143,142 50,856 Marketing and selling 71,169 15,696 200,885 50,062 Research and development 39,097 7,830 102,970 28,834 $ 399,148 $ 210,280 $ 1,302,878 $ 503,419 |
Schedule of Warrant Activity | The following table summarizes the Company’s warrant activity during the nine months ended September 30, 2021: Number of Warrants Weighted Average Exercise Price Warrants outstanding – January 1, 2021 505,946 $ 5.00 Warrants granted - $ - Warrants exercised (54,834 ) $ 1.96 Warrants outstanding – September 30, 2021 451,112 $ 5.37 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Share | Basic and diluted net income (loss) per share was calculated as follows for the three and nine month periods ended September 30, 2021 and 2020: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 980,696 $ 857,790 $ 2,719,016 $ (250,404 ) Denominator: Weighted average common shares outstanding - basic 18,636,337 16,585,773 18,170,700 16,469,457 Effect of dilutive securities 1,326,933 432,841 1,295,323 - Weighted average common shares outstanding - diluted 19,963,270 17,018,614 19,466,023 16,469,457 Net income (loss) per common share: Basic $ 0.05 $ 0.05 $ 0.15 $ (0.02 ) Diluted $ 0.05 $ 0.05 $ 0.14 $ (0.02 ) |
Revenue, Segment and Geograph_2
Revenue, Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of (Loss) Income from Operations by Reporting Segments | Segment detail for the three and nine month periods ended September 30, 2021 and 2020, is as follows: For the Three Months Ended September 30, 2021 For the Three Months Ended September 30, 2020 OSS Bressner Total OSS Bressner Total Revenues $ 9,263,796 $ 6,720,497 $ 15,984,293 $ 8,976,539 $ 3,999,519 $ 12,976,058 Cost of revenues (5,468,204 ) (4,999,386 ) (10,467,590 ) (4,976,063 ) (3,098,382 ) (8,074,445 ) Gross profit 3,795,592 1,721,111 5,516,703 4,000,476 901,137 4,901,613 Gross margin % 41.0 % 25.6 % 34.5 % 44.6 % 22.5 % 37.8 % Total operating expenses (3,562,174 ) (928,250 ) (4,490,424 ) (3,052,949 ) (869,222 ) (3,922,171 ) Income from operations $ 233,418 $ 792,861 $ 1,026,279 $ 947,527 $ 31,915 $ 979,442 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 OSS Bressner Total OSS Bressner Total Revenues $ 26,968,202 $ 17,236,852 $ 44,205,054 $ 24,722,066 $ 13,238,957 $ 37,961,023 Cost of revenues (16,572,433 ) (13,030,390 ) (29,602,823 ) (15,899,150 ) (10,439,377 ) (26,338,527 ) Gross profit 10,395,769 4,206,462 14,602,231 8,822,916 2,799,580 11,622,496 Gross profit % 38.5 % 24.4 % 33.0 % 35.7 % 21.1 % 30.6 % Total operating expenses (9,986,391 ) (2,797,880 ) (12,784,271 ) (9,883,997 ) (2,676,097 ) (12,560,094 ) Income (loss) from operations $ 409,378 $ 1,408,582 $ 1,817,960 $ (1,061,081 ) $ 123,483 $ (937,598 ) |
The Company and Basis of Pres_2
The Company and Basis of Presentation - Additional Information (Details) | Mar. 03, 2021USD ($)shares | Mar. 01, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Jun. 18, 2021EUR (€) | Jun. 04, 2021EUR (€) | Apr. 09, 2021EUR (€) | Jun. 25, 2020EUR (€) | Apr. 28, 2020USD ($) | Apr. 24, 2020USD ($) | Apr. 09, 2020EUR (€) | Jun. 19, 2019USD ($) | Oct. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Funding amount | $ 4,327,455 | $ 4,327,455 | ||||||||||||||
Cash and cash equivalents | 3,955,215 | 3,955,215 | $ 6,316,921 | |||||||||||||
Short term investments | 14,534,084 | 14,534,084 | ||||||||||||||
Working capital | 28,185,019 | 28,185,019 | ||||||||||||||
Operating income (loss) | $ 1,026,279 | $ 979,442 | 1,817,960 | $ (937,598) | (424,281) | |||||||||||
Cash generated by (used in) operating activities | $ 3,297,125 | $ (1,385,390) | $ (250,173) | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Direct Offering | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Proceeds from issuance of stock, net of issuance costs, Shares | shares | 1,497,006 | 1,497,006 | ||||||||||||||
Estimated proceeds from Issuance of common stock after commissions and offering costs | $ 9,188,673 | $ 9,200,000 | ||||||||||||||
Sale of stock, price per share | $ / shares | $ 6.68 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Percentage of placement agents fee | 7.00% | |||||||||||||||
Follow-on Public Offering | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Aggregate of common stock preferred stock debt securities and warrants securities | $ 100,000,000 | |||||||||||||||
Senior Secured Convertible Promissory Notes | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 3,000,000 | |||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||
Paycheck Protection Program | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Funding amount | $ 1,500,000 | |||||||||||||||
Bressner Technology | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Percentage of shares acquired | 100.00% | |||||||||||||||
Bressner Technology GmbH | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Debt instrument, face amount | € | € 500,000 | € 500,000 | € 500,000 | € 500,000 | € 500,000 | |||||||||||
Cash and cash equivalents | $ 770,603 | $ 770,603 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Deferred tax assets, net | $ 3,604,607 |
Operating loss carryforwards | 5,300,000 |
Lease payments | $ 1,256,000 |
Short-Term Investments - Summar
Short-Term Investments - Summary of Short-Term Investments by Significant Investment Category (Details) - Level 1 | Sep. 30, 2021USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 14,445,849 |
Gross Unrealized Gains | 471 |
Gross Unrealized Losses | 1,043 |
Accrued Interest | 88,807 |
Estimated Fair Value | 14,534,084 |
Cash Alternatives | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 1,350,654 |
Estimated Fair Value | 1,350,654 |
Certificates of Deposit | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 592,785 |
Gross Unrealized Losses | 81 |
Accrued Interest | 729 |
Estimated Fair Value | 593,433 |
Corporate Bonds and Notes | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 4,324,787 |
Gross Unrealized Losses | 962 |
Accrued Interest | 34,571 |
Estimated Fair Value | 4,358,396 |
Municipal Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 8,177,623 |
Gross Unrealized Gains | 471 |
Accrued Interest | 53,507 |
Estimated Fair Value | $ 8,231,601 |
Short-Term Investments - Additi
Short-Term Investments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021Issuer | |
Maximum | |
Schedule Of Available For Sale Securities [Line Items] | |
Number of issuer, investment policy limits the amount of credit exposure | 1 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | $ 5,835,675 | $ 7,491,503 |
Less: allowance for doubtful accounts | (27,491) | (33,120) |
Accounts receivable, total | 5,808,184 | 7,458,383 |
Accounts Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | $ 5,835,675 | 7,491,397 |
Unbilled Receivables | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable gross | $ 106 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts Receivable Net Current [Abstract] | ||||
(Recovery) provision for bad debt expense | $ 0 | $ 12,361 | $ (4,902) | $ 10,950 |
Inventories - Summary of Invent
Inventories - Summary of Inventories, Net (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,318,929 | $ 5,210,327 |
Sub-assemblies | 264,690 | 255,699 |
Work-in-process | 1,668,214 | 407,328 |
Finished goods | 7,813,887 | 4,424,603 |
Inventory gross | 15,065,720 | 10,297,957 |
Less: reserves for obsolete and slow-moving inventories | (704,686) | (650,453) |
Inventory net | $ 14,361,034 | $ 9,647,504 |
Long-Lived Intangible Assets -
Long-Lived Intangible Assets - Schedule of Definite Lived Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Gross | $ 3,538,793 | $ 3,538,793 |
Definite lived intangible assets, Accumulated Amortization | (3,368,237) | (2,876,536) |
Definite lived intangible assets, Net | 170,556 | 662,257 |
Customer Lists and Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Gross | 2,084,515 | 2,084,515 |
Definite lived intangible assets, Accumulated Amortization | (1,929,551) | (1,578,178) |
Definite lived intangible assets, Net | $ 154,964 | $ 506,337 |
Customer Lists and Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 1 month | 10 months |
Customer Lists and Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 60 months | 60 months |
Definite lived intangible assets, Remaining Months | 23 months | 32 months |
Drawings and Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 0 months | 0 months |
Definite lived intangible assets, Gross | $ 760,207 | $ 760,207 |
Definite lived intangible assets, Accumulated Amortization | $ (760,207) | $ (760,207) |
Trade name, Trademarks & other | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Remaining Months | 1 month | 10 months |
Definite lived intangible assets, Gross | $ 447,274 | $ 447,274 |
Definite lived intangible assets, Accumulated Amortization | (438,121) | (355,742) |
Definite lived intangible assets, Net | $ 9,153 | $ 91,532 |
Trade name, Trademarks & other | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 24 months | 24 months |
Trade name, Trademarks & other | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Non-Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Expected Life | 36 months | 36 months |
Definite lived intangible assets, Remaining Months | 1 month | 10 months |
Definite lived intangible assets, Gross | $ 246,797 | $ 246,797 |
Definite lived intangible assets, Accumulated Amortization | (240,358) | (182,409) |
Definite lived intangible assets, Net | $ 6,439 | $ 64,388 |
Long-Lived Intangible Assets _2
Long-Lived Intangible Assets - Schedule of Amortization Expense of Definite Lived Intangible Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 | $ 65,171 | |
2022 | 63,231 | |
2023 | 42,154 | |
Definite lived intangible assets, Net | $ 170,556 | $ 662,257 |
Long-Lived Intangible Assets _3
Long-Lived Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 163,900 | $ 197,984 | $ 491,701 | $ 520,035 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation and related liabilities | $ 1,147,907 | $ 932,988 |
Deferred revenue and customer deposits | 908,828 | 1,096,672 |
Warranty reserve | 500,500 | 425,636 |
Deferred rent | 263,144 | 312,909 |
Other accrued expenses | 621,712 | 713,239 |
Accrued expenses and other liabilities | $ 3,442,091 | $ 3,481,444 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jun. 18, 2021EUR (€) | Jun. 04, 2021EUR (€) | Apr. 09, 2021EUR (€) | Jul. 01, 2020 | Jun. 25, 2020EUR (€) | Jun. 05, 2020 | May 11, 2020USD ($) | Apr. 24, 2020USD ($)$ / shares | Apr. 20, 2020USD ($)$ / shares | Apr. 09, 2020EUR (€) | Apr. 01, 2019USD ($) | Apr. 01, 2019EUR (€) | Sep. 30, 2019USD ($) | Apr. 30, 2019USD ($)Individual$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2021USD ($)LineofCreditTermLoan$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)LineofCreditTermLoan$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021EUR (€)LineofCreditTermLoan | May 03, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020EUR (€) | Sep. 30, 2019EUR (€) | Apr. 01, 2019EUR (€) | Sep. 30, 2017EUR (€) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Total balance outstanding | $ 4,327,455 | $ 4,327,455 | ||||||||||||||||||||||||
Proceeds from loan | $ 2,307,818 | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Debt discount amortization | $ 137,016 | $ 249,882 | ||||||||||||||||||||||||
April 2019 Notes | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Total balance outstanding | $ 0 | 0 | $ 63,188 | |||||||||||||||||||||||
Debt instrument, face amount | $ 350,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 9.50% | |||||||||||||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 16,100 | |||||||||||||||||||||||||
Number of individuals | Individual | 3 | |||||||||||||||||||||||||
Debt maturity term | 2 years | |||||||||||||||||||||||||
Warrants to purchase common stock percentage equal to original principal | 10.00% | |||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.15 | |||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,276 | |||||||||||||||||||||||||
Estimated fair value of each warrants | $ / shares | $ 0.90 | |||||||||||||||||||||||||
April 2019 Notes | Warrants | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value of the warrant issued | $ 14,037 | |||||||||||||||||||||||||
April 2019 Notes | Warrants | Exercise Price | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.15 | |||||||||||||||||||||||||
April 2019 Notes | Warrants | Contractual Term | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value assumptions | 5 years | |||||||||||||||||||||||||
April 2019 Notes | Warrants | Volatility Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value assumptions | 0.4460 | |||||||||||||||||||||||||
April 2019 Notes | Warrants | Dividend Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value assumptions | 0 | |||||||||||||||||||||||||
April 2019 Notes | Warrants | Risk-free Interest Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value assumptions | 0.02307 | |||||||||||||||||||||||||
April 2019 Related Party Notes | Board of Directors | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Total balance outstanding | 0 | 0 | 206,669 | |||||||||||||||||||||||
Debt instrument, face amount | $ 1,150,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 9.50% | |||||||||||||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 52,900 | |||||||||||||||||||||||||
Number of individuals | Individual | 3 | |||||||||||||||||||||||||
Debt maturity term | 2 years | |||||||||||||||||||||||||
Warrants to purchase common stock percentage equal to original principal | 10.00% | |||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.15 | |||||||||||||||||||||||||
Warrants to purchase common stock | shares | 53,490 | |||||||||||||||||||||||||
Estimated fair value of each warrants | $ / shares | $ 0.90 | |||||||||||||||||||||||||
April 2019 Related Party Notes | Warrants | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value of the warrant issued | $ 46,121 | |||||||||||||||||||||||||
April 2019 Related Party Notes | Warrants | Exercise Price | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.15 | |||||||||||||||||||||||||
April 2019 Related Party Notes | Warrants | Contractual Term | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value assumptions | 5 years | |||||||||||||||||||||||||
April 2019 Related Party Notes | Warrants | Volatility Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value assumptions | 0.4260 | |||||||||||||||||||||||||
April 2019 Related Party Notes | Warrants | Dividend Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value assumptions | 0 | |||||||||||||||||||||||||
April 2019 Related Party Notes | Warrants | Risk-free Interest Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value assumptions | 0.023067 | |||||||||||||||||||||||||
PPP Loan | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Proceeds from loan | $ 1,499,360 | |||||||||||||||||||||||||
Loan forgiveness period | 168 days | 56 days | ||||||||||||||||||||||||
Percentage of payroll requirement | 60.00% | |||||||||||||||||||||||||
Percentage of funds spend on other eligible expenses | 40.00% | |||||||||||||||||||||||||
Debt instrument maturity period | 2 years | |||||||||||||||||||||||||
Existing loans original term | 2 years | |||||||||||||||||||||||||
Renegotiated term under payback Protection Program Flexibility Act | 5 years | |||||||||||||||||||||||||
Loan fully forgiven | $ 1,499,360 | |||||||||||||||||||||||||
Accrued interest fully forgiven | $ 14,994 | |||||||||||||||||||||||||
PPP Loan | Minimum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Payroll costs exclude compensation of individual employee | $ 100,000 | |||||||||||||||||||||||||
Percentage of reduction in salaries and wages for employees | 25.00% | |||||||||||||||||||||||||
Debt instrument maturity period | 5 years | |||||||||||||||||||||||||
PPP Loan | Maximum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Percentage of forgiven amount for non-payroll costs | 25.00% | |||||||||||||||||||||||||
Salaries and wages for employees | $ 100,000 | |||||||||||||||||||||||||
PPP Loan | Two Year Promissory Note | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 28, 2022 | |||||||||||||||||||||||||
Senior Secured Convertible Promissory Notes | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 3,000,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||||
Senior Secured Convertible Promissory Notes | Securities Purchase Agreement | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, interest rate | 0.00% | |||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 1, 2022 | |||||||||||||||||||||||||
Non-interest bearing convertible note | $ 3,000,000 | $ 6,000,000 | $ 3,000,000 | |||||||||||||||||||||||
Original issue discount rate | 10.00% | 10.00% | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Debt instrument, initial conversion price per share | $ / shares | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||
Debt instrument, aggregate purchase price | $ 2,700,000 | |||||||||||||||||||||||||
Non-interest bearing convertible note expiration date | Apr. 20, 2021 | |||||||||||||||||||||||||
Debt instrument, conversion price percentage, eligibility of conversion | 135.00% | |||||||||||||||||||||||||
Monthly amortization payments percentage of initial principal | 0.04545% | |||||||||||||||||||||||||
Debt instrument, redemption price percentage | 105.00% | 110.00% | ||||||||||||||||||||||||
Debt instrument, conversion description | Subject to the satisfaction of certain equity conditions set forth in the notes, installment amounts may be satisfied in shares of our common stock, with such installment conversion at a conversion price equal to the lower of (i) the conversion price then in effect; and (ii) the greater of (x) the floor price of $1.00 (80% of the Nasdaq market price at date of purchase agreement) and (y) the lower of (I) 82.5% the volume weighted average price of our common stock on the trading day immediately before the applicable installment date and (II) 82.5% of the quotient of (A) the sum of the volume weighted average price of our common stock for each of the three (3) trading days with the lowest volume weighted average price of our common stock during the twenty (20) consecutive trading day period ending and including the trading day immediately prior to the applicable installment date, divided by (B) three (3). | |||||||||||||||||||||||||
Percentage of market price | 80.00% | |||||||||||||||||||||||||
Volume weighted average price of common stock period | 3 days | |||||||||||||||||||||||||
Volume weighted average price period | 20 days | |||||||||||||||||||||||||
Number of trading days, shares pre-delivered | 2 days | |||||||||||||||||||||||||
Debt discount amortization | 26,285 | $ 61,518 | $ 121,644 | 110,659 | ||||||||||||||||||||||
Original issue discount rate | $ 316,274 | |||||||||||||||||||||||||
Debt issuance costs amortized | 27,711 | 64,855 | 128,243 | 116,662 | ||||||||||||||||||||||
Debt discount amortization | $ 0 | $ 72,372 | $ 8,773 | $ 139,221 | ||||||||||||||||||||||
Senior Secured Convertible Promissory Notes | Minimum | Securities Purchase Agreement | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt conversion floor price | $ / shares | $ 1 | |||||||||||||||||||||||||
Volume weighted average price percentage | 82.50% | |||||||||||||||||||||||||
Senior Secured Convertible Promissory Notes | Maximum | Securities Purchase Agreement | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Volume weighted average price percentage | 82.50% | |||||||||||||||||||||||||
Bressner Technology GmbH | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Number of term loans outstanding | TermLoan | 3 | 3 | 3 | |||||||||||||||||||||||
Debt instrument, face amount | € | € 500,000 | € 500,000 | € 500,000 | € 500,000 | € 500,000 | |||||||||||||||||||||
Bressner Technology GmbH | Term Loans | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Total balance outstanding | $ 1,736,546 | $ 1,736,546 | € 1,500,000 | |||||||||||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on March 30, 2021 | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Total balance outstanding | 81,251 | € 66,446 | ||||||||||||||||||||||||
Debt instrument, face amount | $ 586,189 | € 500,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 2.25% | 2.25% | ||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2021 | Mar. 30, 2021 | ||||||||||||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 24,960 | € 22,232 | ||||||||||||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on March 24, 2020 | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 336,810 | € 300,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 1.65% | 1.65% | ||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 24, 2020 | |||||||||||||||||||||||||
Bressner Technology GmbH | Note Payable Maturing on January 31, 2020 | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 436,272 | € 400,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 2.125% | 2.125% | ||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2020 | |||||||||||||||||||||||||
Term Loans | Bressner Technology GmbH | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Total balance outstanding | $ 578,849 | $ 578,849 | € 500,000 | 611,406 | € 500,000 | |||||||||||||||||||||
Debt instrument, interest rate | 1.55% | 1.55% | 1.60% | 1.87% | 1.90% | 1.57% | 1.57% | 1.57% | ||||||||||||||||||
Debt instrument, maturity date | Dec. 17, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 18, 2021 | Apr. 9, 2021 | Mar. 31, 2022 | ||||||||||||||||||||
German Institutions | Revolving Credit Facility | Bressner Technology GmbH | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Number of lines of credit | LineofCredit | 3 | 3 | 3 | |||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 3,125,782 | $ 3,125,782 | € 2,700,000 | |||||||||||||||||||||||
Total outstanding balance | 0 | $ 0 | $ 0 | |||||||||||||||||||||||
German Institutions | Revolving Credit Facility | Bressner Technology GmbH | Line of Credit Facility One | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Line of credit current rate | 3.10% | |||||||||||||||||||||||||
German Institutions | Revolving Credit Facility | Bressner Technology GmbH | Line of Credit Facility Two | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Line of credit current rate | 4.00% | |||||||||||||||||||||||||
Line of Credit from UniCredit Bank | Term Loans | Bressner Technology GmbH | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Total balance outstanding | $ 578,848 | $ 578,848 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt Obligations (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | |
Debt Instrument [Line Items] | ||
Balance | $ 4,327,455 | |
Current Portion | $ 4,327,455 | |
Convertible Senior Secured Note | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 10.00% | 10.00% |
Maturity Date | Apr. 30, 2022 | |
Balance | $ 2,590,909 | |
Current Portion | 2,590,909 | |
Domestic | ||
Debt Instrument [Line Items] | ||
Balance | 2,590,909 | |
Current Portion | 2,590,909 | |
Foreign | ||
Debt Instrument [Line Items] | ||
Balance | 1,736,546 | € 1,500,000 |
Current Portion | $ 1,736,546 | |
Foreign | Note Payable Maturing on March 31, 2022 | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 1.57% | 1.57% |
Maturity Date | Mar. 31, 2022 | |
Balance | $ 578,848 | € 500,000 |
Current Portion | $ 578,848 | |
Foreign | Note Payable Maturing on November 30, 2021 | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 1.55% | 1.55% |
Maturity Date | Nov. 30, 2021 | |
Balance | $ 578,849 | € 500,000 |
Current Portion | $ 578,849 | |
Foreign | Note Payable Maturing on December 31, 2021 | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 1.55% | 1.55% |
Maturity Date | Dec. 31, 2021 | |
Balance | $ 578,849 | € 500,000 |
Current Portion | $ 578,849 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt Obligations (Details) | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Current portion, principal | $ 4,327,455 |
Current portion, less discount | (9,961) |
Current portion, less loan origination costs | (10,501) |
Current portion, net liability | 4,306,993 |
Convertible Note | |
Debt Instrument [Line Items] | |
Current portion, principal | 2,590,909 |
Current portion, less discount | (9,961) |
Current portion, less loan origination costs | (10,501) |
Current portion, net liability | 2,570,447 |
Foreign | |
Debt Instrument [Line Items] | |
Current portion, principal | 1,736,546 |
Current portion, net liability | $ 1,736,546 |
Debt - Schedule of Total Future
Debt - Schedule of Total Future Payments under Notes Payable and Related Party Notes Payable (Details) | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 4,327,455 |
Total minimum payments | 4,327,455 |
Current portion of notes payable | (4,327,455) |
2022 | (20,462) |
Total minimum payments | (20,462) |
Current portion of notes payable | 20,462 |
Convertible Note | |
Debt Instrument [Line Items] | |
2022 | 2,590,909 |
Total minimum payments | 2,590,909 |
Current portion of notes payable | (2,590,909) |
Foreign | |
Debt Instrument [Line Items] | |
2022 | 1,736,546 |
Total minimum payments | 1,736,546 |
Current portion of notes payable | $ (1,736,546) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Jun. 24, 2020$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Aug. 12, 2021shares | Jun. 21, 2021$ / sharesshares | May 19, 2021shares | May 18, 2021shares | Dec. 31, 2020$ / sharesshares | Jun. 23, 2020shares |
Class Of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||||
Number of shares granted | 0 | |||||||
Unvested common stock options, net of estimated forfeitures | $ | $ 15,678 | |||||||
Unearned stock-based compensation expected to be recognized | 11 months 8 days | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
2017 Equity Incentive Plan | Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares authorized for issuance | 1,500,000 | 3,000,000 | 1,500,000 | |||||
Amendment to 2017 Equity Incentive Plan | Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares authorized for issuance | 1,000,000 | 500,000 | ||||||
Employees, Officers, Directors, Consultants and Advisors | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Employees, Officers, Directors, Consultants and Advisors | Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock shares issuable | 3,543,114 | |||||||
Restricted Stock Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares, granted | 420,196 | |||||||
Weighted average exercise price | $ / shares | $ 5.77 | |||||||
Unvested common stock options, net of estimated forfeitures | $ | $ 2,285,644 | |||||||
Unearned stock-based compensation expected to be recognized | 1 year 10 months 13 days | |||||||
Restricted Stock Units | 2017 Equity Incentive Plan | Minimum | ||||||||
Class Of Stock [Line Items] | ||||||||
Vesting period | 1 year | |||||||
Restricted Stock Units | 2017 Equity Incentive Plan | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Restricted Stock Units | Mr. Raun | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares, granted | 412,125 | |||||||
Vesting period | 3 years | |||||||
Vesting percentage | 33.33% | |||||||
Incentive Stock Options | ||||||||
Class Of Stock [Line Items] | ||||||||
Share price | $ / shares | $ 5.50 | |||||||
Multiplier for calculating share vested on determined date | 1,177.52 | |||||||
Incentive Stock Options | Mr. Raun | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares granted | 412,125 | |||||||
Weighted average exercise price | $ / shares | $ 2.14 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Granted | 0 | |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding beginning balance | 1,320,267 | |
Number of Shares, Forfeited / Cancelled | (13,772) | |
Number of Shares, Exercised | (229,496) | |
Number of Shares, Outstanding ending balance | 1,076,999 | 1,320,267 |
Number of Shares, Exercisable ending balance | 1,059,582 | |
Number of Shares, Vested and expected to vest ending balance | 1,044,689 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 1.81 | |
Weighted Average Exercise Price, Forfeited / Cancelled | 2.66 | |
Weighted Average Exercise Price, Exercised | 1.11 | |
Weighted Average Exercise Price, Outstanding ending balance | 1.95 | $ 1.81 |
Weighted Average Exercise Price, Exercisable ending balance | 1.94 | |
Weighted Average Exercise Price, Vested and expected to vest ending balance | $ 1.95 | |
Weighted Average Remaining Contractual Life (in years), Outstanding balance | 6 years 3 months 18 days | 6 years 5 months 4 days |
Weighted Average Remaining Contractual Life (in years), Forfeited / Cancelled | 6 years 2 months 15 days | |
Weighted Average Remaining Contractual Life (in years), Exercised | 2 years 9 months 3 days | |
Weighted Average Remaining Contractual Life (in years), Exercisable balance | 6 years 3 months 7 days | |
Weighted Average Remaining Contractual Life (in years), Vested and expected to vest balance | 6 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding balance | $ 3,316,333 | $ 2,889,274 |
Aggregate Intrinsic Value, Forfeited / Cancelled balance | 29,350 | |
Aggregate Intrinsic Value, Exercised balance | 899,175 | |
Aggregate Intrinsic Value, Exercisable balance | 3,273,749 | |
Aggregate Intrinsic Value, Vested and expected to vest balance | $ 3,216,843 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Assumption to Calculate Weighted Average Grant Date Fair Value of Options Grant (Details) - Common Stock - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Class Of Stock [Line Items] | ||
Expected term (in years) | 0 years | 5 years 14 days |
Expected volatility | 0.00% | |
Expected volatility, minimum | 43.50% | |
Expected volatility, maximum | 47.80% | |
Risk-free interest rate | 0.00% | 0.33% |
Weighted average grant date fair value per share | $ 0.83 | |
Grant date fair value of options vested | $ 329,980 | $ 545,388 |
Intrinsic value of options exercised | $ 899,175 | $ 917,625 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding beginning balance | shares | 575,922 |
Number of Shares, Granted | shares | 420,196 |
Number of shares, Vested | shares | (293,672) |
Number of Shares, Cancelled | shares | (5,125) |
Number of Shares, Outstanding ending balance | shares | 697,321 |
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ / shares | $ 2.65 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.77 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 2.98 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 5.88 |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding ending balance | $ / shares | $ 4.37 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 399,148 | $ 210,280 | $ 1,302,878 | $ 503,419 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 239,056 | 171,636 | 855,881 | 373,667 |
Production | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 49,826 | 15,118 | 143,142 | 50,856 |
Marketing and Selling | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 71,169 | 15,696 | 200,885 | 50,062 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 39,097 | $ 7,830 | $ 102,970 | $ 28,834 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrants | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Class Of Stock [Line Items] | |
Number of Shares, Beginning Warrants outstanding | shares | 505,946 |
Number of Shares, Warrants exercised | shares | (54,834) |
Number of Shares, Ending Warrants outstanding | shares | 451,112 |
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ / shares | $ 5 |
Weighted Average Exercise Price, Warrant exercised | $ / shares | 1.96 |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding ending balance | $ / shares | $ 5.37 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)ft²Customer | Sep. 30, 2020USD ($)Customer | Sep. 30, 2021USD ($)ft²Customer | Sep. 30, 2020USD ($)Customer | Dec. 31, 2020Customer | |
Operating Leased Assets [Line Items] | |||||
Operating lease, rent expense | $ | $ 162,745 | $ 162,262 | $ 614,996 | $ 528,418 | |
Purchase commitments description | In the normal course of business, the Company may enter into purchase commitments for inventory components to be delivered based upon pre-established delivery schedules over a period that may exceed one year. | ||||
Number of customer's more than10% of revenue | Customer | 2 | 2 | 2 | 1 | |
Number of customers more than 10% of net trade accounts receivable | Customer | 1 | 1 | 3 | ||
Revenue | Customer Concentration Risk | Significant Customers | |||||
Operating Leased Assets [Line Items] | |||||
Customers accounted for 10% or more of quarterly revenues | 41.00% | 23.00% | 36.00% | 15.00% | |
Accounts Receivable | Customer Concentration Risk | Significant Customers | |||||
Operating Leased Assets [Line Items] | |||||
Customers accounted for 10% or more of quarterly revenues | 60.00% | 64.00% | |||
Net Purchases | Customer Concentration Risk | Significant Customers | |||||
Operating Leased Assets [Line Items] | |||||
Customers accounted for 10% or more of quarterly revenues | 16.00% | 31.00% | 13.00% | 24.00% | |
Offices, Manufacturing and Warehouse Facility | Bressner Technology GmbH | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, area | 8,073 | 8,073 | |||
Offices, Manufacturing and Warehouse Facility | Escondido, California | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, area | 29,342 | 29,342 | |||
Operating lease modified date | 2019-02 | ||||
Operating lease, expiration date | Aug. 31, 2024 | ||||
Offices, Manufacturing and Warehouse Facility | Anaheim, California | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, area | 1,632 | 1,632 | |||
Lessee, operating lease, term of contract | 2 years | 2 years | |||
Operating lease beginning date | 2021-07 | ||||
Offices, Manufacturing and Warehouse Facility | Salt Lake City, Utah | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, area | 3,208 | 3,208 | |||
Operating lease modified date | 2021-07 | ||||
Operating lease, expiration date | Jun. 30, 2023 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | |||||
Interest expense on all the related party | $ 417 | $ 17,156 | $ 4,095 | $ 32,080 | |
Unused remaining funding commitments expiration date | Apr. 1, 2020 | ||||
Additional funding commitments received | $ 0 | $ 0 | |||
Management | Credit Facility | |||||
Related Party Transaction [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 4,000,000 | ||||
Debt instrument, face amount | 1,150,000 | ||||
Other Shareholders | Credit Facility | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 350,000 | ||||
Members of Board of Directors and Other Shareholders | Credit Facility | |||||
Related Party Transaction [Line Items] | |||||
Debt maturity term | 2 years | ||||
Debt instrument, interest rate | 9.50% | ||||
Debt instrument, monthly / quarterly principal and interest payments | $ 69,000 | ||||
Warrants to purchase common stock percentage equal to original principal | 10.00% | ||||
Warrants exercise price | $ 2.15 | ||||
Warrants to purchase common stock | 69,766 | ||||
Members of Board of Directors and Other Shareholders | Credit Facility | Warrants | |||||
Related Party Transaction [Line Items] | |||||
Fair value of the warrant issued | $ 60,158 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||
Net income (loss) | $ 980,696 | $ 857,790 | $ 1,738,320 | $ (1,108,194) | $ 2,719,016 | $ (250,404) |
Denominator: | ||||||
Weighted average common shares outstanding - basic | 18,636,337 | 16,585,773 | 18,170,700 | 16,469,457 | ||
Effect of dilutive securities | 1,326,933 | 432,841 | 1,295,323 | |||
Weighted average common shares outstanding - diluted | 19,963,270 | 17,018,614 | 19,466,023 | 16,469,457 | ||
Net income (loss) per common share: | ||||||
Basic | $ 0.05 | $ 0.05 | $ 0.15 | $ (0.02) | ||
Diluted | $ 0.05 | $ 0.05 | $ 0.14 | $ (0.02) |
Revenue, Segment and Geograph_3
Revenue, Segment and Geographic Information - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020 | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Number of Reportable Segments | Segment | 2 | |||
Germany | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Exception of Long-Lived Assets | $ | $ 184,723 | $ 184,723 | ||
Revenue | Customer Concentration Risk | Non-U.S. | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Concentration risk, percentage | 63.00% | 35.00% | 62.00% | 44.00% |
Revenue, Segment and Geograph_4
Revenue, Segment and Geographic Information - Schedule of (Loss) Income from Operations by Reporting Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenue | $ 15,984,293 | $ 12,976,058 | $ 44,205,054 | $ 37,961,023 | |
Cost of revenues | (10,467,590) | (8,074,445) | (29,602,823) | (26,338,527) | |
Gross profit | $ 5,516,703 | $ 4,901,613 | $ 14,602,231 | $ 11,622,496 | |
Gross margin % | 34.50% | 37.80% | 33.00% | 30.60% | |
Total operating expenses | $ (4,490,424) | $ (3,922,171) | $ (12,784,271) | $ (12,560,094) | |
Income (loss) from operations | 1,026,279 | 979,442 | 1,817,960 | (937,598) | $ (424,281) |
OSS Segment | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenue | 9,263,796 | 8,976,539 | 26,968,202 | 24,722,066 | |
Cost of revenues | (5,468,204) | (4,976,063) | (16,572,433) | (15,899,150) | |
Gross profit | $ 3,795,592 | $ 4,000,476 | $ 10,395,769 | $ 8,822,916 | |
Gross margin % | 41.00% | 44.60% | 38.50% | 35.70% | |
Total operating expenses | $ (3,562,174) | $ (3,052,949) | $ (9,986,391) | $ (9,883,997) | |
Income (loss) from operations | 233,418 | 947,527 | 409,378 | (1,061,081) | |
Bressner Segment | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenue | 6,720,497 | 3,999,519 | 17,236,852 | 13,238,957 | |
Cost of revenues | (4,999,386) | (3,098,382) | (13,030,390) | (10,439,377) | |
Gross profit | $ 1,721,111 | $ 901,137 | $ 4,206,462 | $ 2,799,580 | |
Gross margin % | 25.60% | 22.50% | 24.40% | 21.10% | |
Total operating expenses | $ (928,250) | $ (869,222) | $ (2,797,880) | $ (2,676,097) | |
Income (loss) from operations | $ 792,861 | $ 31,915 | $ 1,408,582 | $ 123,483 |