Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | OSS | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | One Stop Systems, Inc. | |
Entity Central Index Key | 0001394056 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 20,032,449 | |
Entity File Number | 001-38371 | |
Entity Tax Identification Number | 33-0885351 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2235 Enterprise Street #110 | |
Entity Address, City or Town | Escondido | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92029 | |
City Area Code | 760 | |
Local Phone Number | 745-9883 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 3,180,175 | $ 5,101,174 |
Short-term investments (Note 3) | 9,543,000 | 14,535,750 |
Accounts receivable, net (Note 4) | 11,390,316 | 5,089,804 |
Inventories, net (Note 5) | 20,094,813 | 12,277,873 |
Prepaid expenses and other current assets | 1,025,828 | 580,651 |
Total current assets | 45,234,132 | 37,585,252 |
Property and equipment, net | 2,587,071 | 3,091,415 |
Operating lease right-of-use assets | 818,281 | |
Deposits and other | 38,093 | 46,845 |
Deferred tax assets, net | 3,778,217 | 3,641,032 |
Goodwill | 7,120,510 | 7,120,510 |
Intangible assets, net (Note 6) | 57,961 | 105,385 |
Total Assets | 59,634,265 | 51,590,439 |
Current liabilities | ||
Accounts payable | 5,061,415 | 2,059,059 |
Accrued expenses and other liabilities (Note 7) | 3,940,633 | 3,846,488 |
Current portion of operating lease obligation (Note 10) | 536,104 | |
Current portion of notes payable (Note 8) | 2,687,901 | 1,137,651 |
Current portion of senior secured convertible note, net of debt discounts of $0 and $2,384, respectively (Note 8) | 2,588,525 | |
Total current liabilities | 12,226,053 | 9,631,723 |
Long-term debt, net of current portion (Note 8) | 558,502 | |
Operating lease obligation, net of current portion (Note 10) | 504,104 | |
Total liabilities | 13,288,659 | 9,631,723 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 20,024,086 and 18,772,214 shares issued and outstanding, respectively | 2,002 | 1,877 |
Additional paid-in capital | 45,053,422 | 41,232,441 |
Accumulated other comprehensive (loss) income | (270,911) | 153,361 |
Accumulated earnings | 1,561,093 | 571,037 |
Total stockholders’ equity | 46,345,606 | 41,958,716 |
Total Liabilities and Stockholders' Equity | $ 59,634,265 | $ 51,590,439 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Debt discount on senior secured convertible note, current | $ 0 | $ 2,384 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 20,024,086 | 18,772,214 |
Common stock, shares outstanding | 20,024,086 | 18,772,214 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 18,815,844 | $ 15,984,293 | $ 54,171,864 | $ 44,205,054 |
Cost of revenue | 13,737,976 | 10,467,590 | 38,753,023 | 29,602,823 |
Gross profit | 5,077,868 | 5,516,703 | 15,418,841 | 14,602,231 |
Operating expenses: | ||||
General and administrative | 1,890,036 | 1,920,574 | 5,486,169 | 5,726,978 |
Marketing and selling | 1,864,588 | 1,570,135 | 5,061,221 | 4,217,328 |
Research and development | 1,159,868 | 999,715 | 3,656,020 | 2,839,965 |
Total operating expenses | 4,914,492 | 4,490,424 | 14,203,410 | 12,784,271 |
Income from operations | 163,376 | 1,026,279 | 1,215,431 | 1,817,960 |
Other income (expense), net: | ||||
Interest income | 46,407 | 92,105 | 152,919 | 159,203 |
Interest expense | (30,044) | (128,315) | (133,710) | (447,328) |
Other income (expense), net | (11,050) | (9,693) | 86,903 | 1,484,676 |
Total other income (expense), net | 5,313 | (45,903) | 106,112 | 1,196,551 |
Income before income taxes | 168,689 | 980,376 | 1,321,543 | 3,014,511 |
Provision (benefit) for income taxes | 36,156 | (320) | 286,954 | 295,495 |
Net income | $ 132,533 | $ 980,696 | $ 1,034,589 | $ 2,719,016 |
Net income per share: | ||||
Basic | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.15 |
Diluted | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.14 |
Weighted average common shares outstanding: | ||||
Basic | 20,019,625 | 18,636,337 | 19,619,971 | 18,170,700 |
Diluted | 21,138,957 | 19,963,270 | 20,582,116 | 19,466,023 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 132,533 | $ 980,696 | $ 1,034,589 | $ 2,719,016 |
Other comprehensive (loss) income: | ||||
Net unrealized income on short-term investments | 12,088 | 1,458 | 10,669 | 2,059 |
Currency translation adjustment | (216,191) | 60,813 | (434,941) | (82,273) |
Total other comprehensive (loss) income | (204,103) | 62,271 | (424,272) | (80,214) |
Comprehensive (loss) income | $ (71,570) | $ 1,042,967 | $ 610,317 | $ 2,638,802 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Adjustment | Common Stock | Common Stock Adjustment | Additional Paid-in Capital | Additional Paid-in Capital Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Adjustment | Accumulated Earnings (Deficit) | Accumulated Earnings (Deficit) Adjustment |
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, RSUs 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 | 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 | 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, RSUs 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 | 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 | |||||||||
Balance at Dec. 31, 2021 | 41,958,716 | $ 41,914,183 | $ 1,877 | $ 1,877 | 41,232,441 | $ 41,232,441 | 153,361 | $ 153,361 | 571,037 | $ 526,504 |
Balance (ASC 842) at Dec. 31, 2021 | (44,533) | (44,533) | ||||||||
Balance, Shares at Dec. 31, 2021 | 18,772,214 | 18,772,214 | ||||||||
Stock-based compensation | 915,464 | 915,464 | ||||||||
Exercise of stock options, RSUs and warrants | 32,228 | $ 20 | 32,208 | |||||||
Exercise of stock options, RSU's and warrants, Shares | 200,306 | |||||||||
Taxes paid on net issuance of employee stock options | (152,162) | (152,162) | ||||||||
Conversion of senior secured convertible debt to equity | 2,590,909 | $ 104 | 2,590,805 | |||||||
Conversion of senior secured convertible debt to equity, Shares | 1,036,365 | |||||||||
Currency translation adjustment | (218,750) | (218,750) | ||||||||
Net unrealized gains (losses) on short-term investments | (1,419) | (1,419) | ||||||||
Net Income | 902,056 | 902,056 | ||||||||
Balance at Jun. 30, 2022 | 45,982,509 | $ 2,001 | 44,618,756 | (66,808) | 1,428,560 | |||||
Balance, Shares at Jun. 30, 2022 | 20,008,885 | |||||||||
Balance at Dec. 31, 2021 | 41,958,716 | 41,914,183 | $ 1,877 | $ 1,877 | 41,232,441 | $ 41,232,441 | 153,361 | $ 153,361 | 571,037 | 526,504 |
Balance (ASC 842) at Dec. 31, 2021 | $ (44,533) | $ (44,533) | ||||||||
Balance, Shares at Dec. 31, 2021 | 18,772,214 | 18,772,214 | ||||||||
Net unrealized gains (losses) on short-term investments | 10,669 | |||||||||
Net Income | 1,034,589 | |||||||||
Balance at Sep. 30, 2022 | 46,345,606 | $ 2,002 | 45,053,422 | (270,911) | 1,561,093 | |||||
Balance, Shares at Sep. 30, 2022 | 20,024,086 | |||||||||
Balance at Jun. 30, 2022 | 45,982,509 | $ 2,001 | 44,618,756 | (66,808) | 1,428,560 | |||||
Balance, Shares at Jun. 30, 2022 | 20,008,885 | |||||||||
Stock-based compensation | 542,166 | 542,166 | ||||||||
Exercise of stock options, RSUs and warrants | 9,934 | $ 1 | 9,933 | |||||||
Exercise of stock options, RSU's and warrants, Shares | 15,201 | |||||||||
Taxes paid on net issuance of employee stock options | (117,433) | (117,433) | ||||||||
Currency translation adjustment | (216,191) | (216,191) | ||||||||
Net unrealized gains (losses) on short-term investments | 12,088 | 12,088 | ||||||||
Net Income | 132,533 | 132,533 | ||||||||
Balance at Sep. 30, 2022 | $ 46,345,606 | $ 2,002 | $ 45,053,422 | $ (270,911) | $ 1,561,093 | |||||
Balance, Shares at Sep. 30, 2022 | 20,024,086 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Proceed from issuance of stock, issuance costs | $ 778,810 |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 1,034,589 | $ 2,719,016 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Deferred benefit for income taxes | (151,495) | (27,163) |
Gain on disposal of property and equipment | 28,047 | 4,238 |
Provision for (recovery of) bad debt | 5,125 | (4,902) |
Warranty reserves | 12,470 | 93,944 |
Amortization of intangibles | 47,424 | 491,700 |
Depreciation | 737,623 | 680,036 |
Inventory reserves | 144,387 | 525,983 |
Amortization of debt discount | 1,224 | 137,016 |
Stock-based compensation expense | 1,457,630 | 1,302,878 |
Gain on forgiveness of PPP loan and interest | (1,514,354) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,578,327) | 1,574,019 |
Inventories | (9,066,931) | (5,546,750) |
Prepaid expenses and other current assets | (463,582) | (313,722) |
Accounts payable | 3,256,015 | 2,948,377 |
Accrued expenses and other liabilities | 860,907 | 226,809 |
Net cash (used in) provided by operating activities | (8,674,894) | 3,297,125 |
Cash flows from investing activities: | ||
Investment in short-term investment grade securities | (14,532,025) | |
Redemption of short-term investment grade securities | 4,878,419 | |
Proceeds from sale of intangible assets | 125,000 | |
Purchases of property and equipment, including capitalization of labor costs for test equipment and ERP | (285,499) | (313,257) |
Net cash provided by (used in) investing activities | 4,717,920 | (14,845,282) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and warrants | 42,162 | 362,693 |
Payment of payroll taxes on net issuance of employee stock options | (269,595) | (571,650) |
Proceeds from issuance of stock | 10,000,000 | |
Stock issuance costs | (811,327) | |
Proceeds on borrowing of notes payable | 2,692,531 | 2,307,818 |
Repayments on notes payable | (225,252) | (1,852,277) |
Repayments on related-party notes payable | (206,669) | |
Net cash provided by financing activities | 2,239,846 | 9,228,588 |
Net change in cash and cash equivalents | (1,717,128) | (2,319,569) |
Effect of exchange rates on cash | (203,871) | (42,137) |
Cash and cash equivalents, beginning of period | 5,101,174 | 6,316,921 |
Cash and cash equivalents, end of period | 3,180,175 | 3,955,215 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 33,994 | 111,195 |
Cash paid during the period for income taxes | 88,355 | 139,548 |
Supplemental disclosure of non-cash flow transactions: | ||
Right of use assets recorded upon adoption of ASC 842 | 1,203,580 | |
Lease liabilities recorded upon adoption of ASC 842 | 1,477,419 | |
Conversion of senior secured convertible debt to common stock | $ 2,590,909 | |
Reclassification of inventories to property and equipment | $ 108,739 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
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 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 provides standard and customized servers, panel PCs, and PCIe expansion systems. Bressner also provides manufacturing, test, sales and marketing services for customers throughout Europe. 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. The negative impact of the COVID-19 pandemic and the impact on the global economy and capital markets resulting from the geopolitical instability caused in part by the ongoing military conflict between Russia and Ukraine, including inflation and Federal Reserve interest rate increases, have contributed to global supply chain issues and economic uncertainty, which has negatively affected our operations. Additionally, during the third quarter, the general consensus among economists continue to suggest that we should expect a higher recession risk to continue over the next year, which could result in further economic uncertainty and volatility in the capital markets in the near term and could negatively affect our operations. Currently, we are experiencing increased pricing, longer lead-times, unavailability of product and limited supplies, protracted delivery dates, changes in minimum order quantities to secure product, and/or shortages of certain parts and supplies that are necessary components for the products and services we offer to our customers. As a result, the Company is carrying increased inventory balances to ensure availability of necessary products and to secure pricing. These global issues and concerns regarding general economic decline or recession are also impacting some of our customers, who are experiencing slowing growth or uncertainty in their own business operations and revenue, and as a result, these customers may need to decrease or delay their technology spending, request pricing concessions or payment extensions, or seek to renegotiate their contracts. With respect to our media and entertainment business, we are seeing an acceleration in our customer’s investment in cloud technology and a drive towards less intelligent compute capability at the edge to reduce the costs of their componentry. This is particularly true of their virtual products, which do not require the same level of ruggedization as this system is not typically operated in harsh environments and for which software is being developed to eventually provide a real-time cloud solution. As a result, our customer may transition to a lower cost, commodity type equipment solution . We anticipate that we may begin to experience a decrease in the demand f or our high-compute, ruggedized media and entertainment focused equipment and our expertise in this area in the second half of 2023 . As a result of these global and customer issues, it may be difficult to accurately forecast our revenues or financial results, especially given the near and long term impact of the pandemic, geopolitical issues, inflation, the Federal Reserve interest rate increases and the potential for a recession. In addition, while the potential impact and duration of these issues on the economy and our business may be difficult to assess or predict, these world events have 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. These global issues and events may also have the effect of heightening many 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 from time to time, or which we determine are in our best interests. In addition, we may decide to postpone or abandon planned investments in our business in response to changes in our business, which may impact our ability to attract and retain customers and our rate of innovation, either of which could harm our business. Management plans with respect to the above are to continue their efforts towards responding to the changing economic landscape, to continue to control costs, conserve cash, strengthen margins through the introduction of new product lines focusing on the autonomous truck diving and artificial intelligence compute capabilities for military and industrial applications, and improve company-wide execution. 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, 2021. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 2021, audited consolidated financial statements have been omitted from these interim unaudited consolidated financial statements. The Company’s management has 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 month periods ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the audited consolidated financial statements and notes for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2022. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021, except for the addition of a definition of, and description of our policy for accounting for leases in accordance with the adoption of ASU No. 2016-02, Leases (“ASU 2016-02”) Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases” which sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases. A lease must be classified as a finance lease if any of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any of these criteria. The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Right-of-use assets and liabilities are initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right of use assets are reviewed for impairment. The lease liability is initially measured at the present value of future minimum lease payments over the expected lease term at the commencement date of each lease. The Company measures and records a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. In these cases where the discount rate implicit in the lease is not known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company's incremental borrowing rate it pays on current debt instruments or would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company and its subsidiary have no leases classified as finance leases. The Company and its subsidiary currently lease plant, office facilities and equipment under operating leases expiring through August 2024 The Company’s lease agreements may include options to extend the lease following the initial term. On a case-by-case basis, the Company’s management determines if it is reasonably certain to exercise the renewal option; such renewal options were included in determining the initial lease term. We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2022, and therefore did not reassess (i) whether any expired or existing contracts are, or contain, leases, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We elected to use hindsight for transition when considering judgments and estimates such as assessments of lease options to extend, or terminate, a lease, or to purchase the underlying asset. As result of the adoption of ASC 842, the Company recognized an accumulative adjustment to beginning retained earnings for the 2022 fiscal year of $44,533. For all asset classes, we elected to (i) not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less and (ii) not separate non-lease components from lease components, and we have accounted for combined lease and non-lease components as a single lease component. Variable lease payments associated with the Company’s leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. For those leases that are subsequently modified for terms, such changes may require a remeasurement of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. 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, 2022, we had $3,778,217 in net deferred tax assets (“DTAs”). These DTAs include approximately $7,100,000 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 certain economic conditions may On August 16, 2022, Congress passed, and the President signed into law, the Inflation Reduction Act, 2022 (“the “IRA”), which includes certain business tax provisions. The Company does not expect the IRA to have a material impact on the Company’s effective tax rate or income tax provision for the year ending December 31, 2022. 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 2022. We will continue to evaluate the impact of new legislation on our financial position, results of operations, and cash flows. The U.S. Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017. Guidance continues to be issued clarifying the application of this legislation and recent proposed legislation known as Build Back Better is under consideration within both houses of U.S. Congress. Significant business and international provisions have been proposed in various versions of the framework of the bill that could increase our total tax expense. We cannot predict the overall impact that the additional guidance and proposed changes may have on our business. Some jurisdictions have raised tax rates and it is reasonable to expect that other global taxing authorities will be reviewing current legislation for potential modifications in reaction to the implementation of U.S. tax legislation, current economic conditions, and COVID-19 response costs. Due to the COVID-19 pandemic, economic uncertainty, inflation, increases in interest rates, capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine, and supply chain issues, our business, financial condition and results of operations could be materially adversely affected by any negative impact from these events. 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 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, 2022 | |
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, 2022, are as follows: Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Accrued Interest Estimated Fair Value Level 1: (1) Cash alternatives $ 4,319,783 $ 7,768 $ - $ 96 $ 4,327,647 Certificates of deposit 3,439,817 (4,607 ) 7,123 3,442,333 Corporate bonds and notes 520,373 - (1,779 ) 3,998 522,592 Municipal Securities 1,231,403 - (1,773 ) 20,798 1,250,428 $ 9,511,376 $ 7,768 $ (8,159 ) $ 32,015 $ 9,543,000 (1) Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities. The Company’s short-term investments by significant investment category as of December 31, 2021, are as follows: Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Accrued Interest Estimated Fair Value Level 1: (1) Cash alternatives $ 2,172,853 $ - $ - $ - $ 2,172,853 Certificates of deposit 591,968 - (3,294 ) 1,222 589,896 Corporate bonds and notes 4,293,722 - (5,432 ) 46,820 4,335,110 Municipal Securities 7,411,043 - (2,334 ) 29,182 7,437,891 $ 14,469,586 $ - $ (11,060 ) $ 77,224 $ 14,535,750 (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 and U.S. Treasury Bills that 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, 2022 | |
Accounts Receivable Net Current [Abstract] | |
Accounts Receivable | NOTE 4 -ACCOUNTS RECEIVABLE Accounts receivable, net consists of the following: September 30, December 31, 2022 2021 Accounts receivable $ 11,410,051 $ 5,105,426 Less: allowance for doubtful accounts (19,735 ) (15,622 ) $ 11,390,316 $ 5,089,804 Provision (recovery) for bad debt expense related to accounts receivable was $9,918 and $0 for the three month periods ended September 30, 2022 and 2021, respectively, and $5,125 and $(4,902) for the nine month periods ended September 30, 2022 and 2021, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories, net consist of the following: September 30, December 31, 2022 2021 Raw materials $ 9,258,284 $ 5,603,868 Sub-assemblies 757,770 495,320 Work-in-process 344,452 518,838 Finished goods 10,350,052 6,228,892 20,710,558 12,846,918 Less: reserves for obsolete and slow-moving inventories (615,745 ) (569,045 ) $ 20,094,813 $ 12,277,873 |
Long-Lived Intangible Assets
Long-Lived Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 0 to 11 months $ 2,084,515 $ (2,026,554 ) $ 57,961 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 0 months 447,274 (447,274 ) - Non-compete 36 months 0 months 246,797 (246,797 ) - $ 3,538,793 $ (3,480,832 ) $ 57,961 Definite lived intangibles assets related to acquisitions are as follows, as of December 31, 2021: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 0 to 20 months $ 2,084,515 $ (1,979,130 ) $ 105,385 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 0 months 447,274 (447,274 ) - Non-compete 36 months 0 months 246,797 (246,797 ) - $ 3,538,793 $ (3,433,408 ) $ 105,385 As of September 30, 2022, amortization expense of the definite lived intangible assets for the years remaining is as follows: 2022 2023 Total $ 15,807 $ 42,154 $ 57,961 Amortization expense recognized during the three month periods ended September 30, 2022 and 2021, was $15,808 and $163,900, respectively, and $47,424 and $491,700 for the nine month periods ended September 30, 2022 and 2021, respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 Accrued compensation and related liabilities $ 1,334,216 $ 1,372,342 Deferred revenue and customer deposits 768,131 844,081 Warranty reserve 530,699 571,903 Other accrued expenses 1,307,587 545,951 Deferred rent - 512,211 $ 3,940,633 $ 3,846,488 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8 – DEBT Bank Lines of Credit The Company obtained a domestic revolving line of credit of $2,000,000 in April 2022, which renews on an annual basis at the current prime rate. To access this line of credit the Company must maintain cash and investments balances at a minimum of $4,000,000. No balance is outstanding on September 30, 2022. Bressner has three revolving lines of credit with German institutions, including UniCredit Bank and VR Bank with total availability of up to €2,200,000 (US$2,175,320) as of September 30, 2022. Borrowings under the lines of credit bear interest at a variable rate of Euribor plus a stated rate. The current rates as of September 30, 2022, for the lines of credit range from 3.10% to 4.0%, with the balances remaining open indefinitely or until occurrence of a defined change of control event. There were no outstanding lines of credit balances as of September 30, 2022 and December 31, 2021. Bressner has five term loans outstanding as of September 30, 2022, with an aggregate balance outstanding of €3,316,778 (US$3,246,403) as follows: • On June 18, 2021, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bore interest at 1.487% with interest only payments to be paid on a quarterly basis. The note was due December 17, 2021, and subsequently extended through June 17, 2022. On June 17, 2022, this note was further extended through December 19, 2022, and the interest rate was increased to 2.45% with accrued interest having been paid current as of the original maturity date. Payment of the principal and all unpaid interest will be due upon maturity in December 2022. The outstanding balance as of September 30, 2022, is €500,000 (US$489,391) and as of December 31, 2021, was € (US$ 568,826 ); • On February 1, 2022, Bressner converted €500,000 of its line of credit from VR Bank into a note payable, which bears interest at 1.95% with interest only payments to be paid on a quarterly basis. The note was originally due on August 1, 2022. On August 1, 2022, this note was extended through February 1, 2023, and the interest rate was increased to 2.19% with accrued interest having been paid current as of the original maturity date. The balance outstanding as of September 30, 2022, is €500,000 (US$489,391); • On February 16, 2022, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bears interest at 1.580% with interest only payments to be paid on a quarterly basis. The note was originally due on August 16, 2022. On August 16, 2022, this note was extended through February 16, 2023, and the interest rate was increased to 2.875% with accrued interest having been paid current as of the original maturity date. The outstanding balance as of September 30, 2022, is €500,000 (US$489,391); • On April 9, 2021, Bressner converted €500,000 of its line of credit from Commerzbank AG into a note payable, which bore 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, 2021 with proceeds from a new note that bears interest at 1.685% with similar terms. This new note had an original maturity date of June 30, 2022; however, this note was renewed and extended to September 30, 2022. On September 30, 2022, this note was further extended through March 31, 2023, and the interest rate was increased to 3.875% with accrued interest having been paid current as of the original maturity date. The balance outstanding on the new note as of September 30, 2022, was €500,000 (US$489,391), and as of December 31, 2021, was €500,000 (US$568,825); • On June 1, 2022, Bressner borrowed €1,500,000 (US$1,468,173) from Commerzbank AG, which bears interest at 2.55% is due in September 2024, and is repayable in twenty-four monthly installments, with payments beginning July 31, 2022. The balance outstanding as of September 30, 2022, is €1,316,778 (US$1,288,839). This loan is collateralized by accounts receivable attributable to a specific customer, and • On June 4, 2021, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bore interest at 1.55% with interest only payments to be paid on a quarterly basis. The note matured on November 30, 2021, with a payment of principal and unpaid interest due upon maturity. The note was paid in full as of December 31, 2021. 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 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 were amortized to interest expense over the term of the corresponding notes payable using the straight-line method, which approximated the effective interest method. Amortization of debt discounts of $0 and $0 were recognized as interest expense for the three month periods ended September 30, 2022 and 2021, respectively, and $0 and $8,773 were recognized as interest expense for the nine month periods ended September 30, 2022 and 2021, respectively. 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”), was scheduled to mature on April 28, 2022 and bore 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 provided 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. 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 income. 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 were, 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. Notes issued under the Securities Purchase Agreement had 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 were convertible at any time, in whole or in part, at the option of the investors, into shares of Company common stock at the initial conversion price of $2.50 per share. The conversion price was subject to adjustment for the issuances of securities at a price 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 exceeded 135% of the volume weighted average price VWAP (the “Market Price”), the initial conversion price under any such note would be automatically lowered to the Market Price. Subject to the satisfaction of certain equity conditions set forth in the notes, installment amounts could 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 would 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 would be cash settled on the applicable installment date. Commencing July 1, 2020, the Company made monthly amortization payments equal to 1/22nd 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, due in part 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 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 month periods ended September 30, 2022 and 2021, total debt discount amortization was $0 and $26,285, respectively. For the nine month periods ended September 30, 2022 and 2021, total debt discount amortization was $1,161 and $121,644, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of income. 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 month periods ended September 30, 2022 and 2021, was $0 and $27,711, respectively. Debt issuance costs amortized during the nine month periods ended September 30, 2022 and 2021, was $1,223 and $128,243, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of income. A summary of outstanding debt obligations as of September 30, 2022, is as follows: Loan Description Current Interest Rate Maturity Date Balance (Euro) Balance ($) Current Portion Long-term Portion Foreign: Uni Credit Bank AG 2.450% December-22 € 500,000 $ 489,391 $ 489,391 $ - VR Bank 2.190% February -23 500,000 489,391 489,391 - Uni Credit Bank AG 2.875% February-23 500,000 489,391 489,391 - Commerzbank AG 3.875% March-23 500,000 489,391 489,391 - Commerzbank AG 2.550% June-24 1,316,778 1,288,839 730,337 558,502 € 3,316,778 $ 3,246,403 $ 2,687,901 $ 558,502 Outstanding debt obligations as of September 30, 2022, consist of the following: Period Ended September 30, 2022 Foreign Total Current portion: Principal $ 2,687,901 $ 2,687,901 Less discount - - Less loan origination costs - - Net liability $ 2,687,901 $ 2,687,901 Long-term portion: Principal $ 558,502 $ 558,502 Less discount - - Less loan origination costs - - Net liability $ 558,502 $ 558,502 Total: Principal $ 3,246,403 $ 3,246,403 Less discount - - Less loan origination costs - - Net liability $ 3,246,403 $ 3,246,403 Total future principal payments under notes payable and related party notes payable as of September 30, 2022, are as follows: Period Ending September 30, Foreign Total 2023 $ 2,687,901 $ 2,687,901 2024 558,502 558,502 Total minimum payments 3,246,403 3,246,403 Current portion of notes payable (2,687,901 ) (2,687,901 ) Notes payable, net of current portion $ 558,502 $ 558,502 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
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. Amendment to 2017 Plan On June 24, 2020, the Company amended its 2017 Equity Incentive Plan (as 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. Executive Employment Agreement 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. 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. Stock Options A summary of stock option activity under each of the Company’s equity incentive plans during the nine month period ended September 30, 2022, 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, 2022 1,025,499 $ 2.01 6.35 $ 1,867,324 Granted - - - - Forfeited / Canceled (1,000 ) 2.43 - $ 770 Exercised (53,819 ) $ 0.78 - $ 130,059 Outstanding on September 30, 2022 970,680 $ 2.06 5.86 $ 1,155,716 Exercisable as of September 30, 2022 967,345 $ 2.06 5.86 $ 1,154,049 Vested and expected to vest as of September 30, 2022 970,680 $ 2.06 5.86 $ 1,155,716 There were no options granted during the nine month periods ended September 30, 2022 and 2021. The following table presents the grant date fair value of options vested and the intrinsic value of options exercised: For the Nine Months Ended September 30, 2022 2021 Grant date fair value of options vested $ 2,006,480 $ 329,980 Intrinsic value of options exercised $ 130,059 $ 899,175 As of September 30, 2022, the amount of unearned stock-based compensation estimated to be expensed from 2022 through 2025 related to unvested stock options is $2,771, net of estimated forfeitures. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 0.29 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 RSUs may be granted at the discretion of the compensation committee of the Board of Directors under the Company’s 2017 Plan in connection with the hiring and retention of personnel and are subject to certain conditions. RSUs generally vest quarterly or semi-annually over a period of one to three years and are typically forfeited if employment is terminated before the RSUs vest. The compensation expense related to the RSUs 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 RSU activity for the nine months ended September 30, 2022, is as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Unvested on January 1, 2022 604,800 $ 4.30 Granted 683,450 $ 3.92 Vested (226,278 ) $ 4.36 Canceled (938 ) $ 4.57 Unvested on September 30, 2022 1,061,034 $ 4.04 As of September 30, 2022, there was $3,211,543 of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 1.18 years. Stock-based compensation expense for the three and nine month periods ended September 30, 2022 and 2021, was comprised of the following: For the Three Months Ended September 30, For the Nine Months Ended September 30, Stock-based compensation classified as: 2022 2021 2022 2021 General and administrative $ 309,631 $ 239,056 $ 812,072 $ 855,881 Production 70,967 49,826 197,382 143,142 Marketing and selling 104,543 71,169 291,087 200,885 Research and development 57,025 39,097 157,089 102,970 $ 542,166 $ 399,148 $ 1,457,630 $ 1,302,878 Warrants The following table summarizes the Company’s warrant activity during the nine months ended September 30, 2022: Number of Warrants Weighted Average Exercise Price Warrants outstanding – January 1, 2022 451,112 $ 5.37 Warrants granted - $ - Warrants exercised - $ - Warrants outstanding – September 30, 2022 451,112 $ 5.37 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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. In the opinion of management, after consultation with legal counsel, the ultimate disposition of any such matters as of September 30, 2022 and December 31, 2021, are not expect to have a materially adverse effect on the consolidated financial position or results of operations of the Company. 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. 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 square feet in Escondido, California under a lease that was modified in February 2019 and expires in August 2024 June 2023 June 2023 Other information related to leases as of the three and nine month periods ended September 30, 2022, are as follows: Supplement Cash Flow Information: For the Three Months Ended September 30, 2022 For the Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 158,696 $ 485,391 The following table presents a maturity of the Company’s operating lease liabilities as of September 30, 2022: Year Operating Leases Remainder of 2022 $ 157,217 2023 592,780 2024 401,028 Total lease payments 1,151,025 Less: Amount representing interest (110,817 ) Present value of lease payment 1,040,208 Less: current portion of operating lease obligation (536,104 ) Operating lease obligation, net of current portion $ 504,104 Purchase Commitments In the normal course of business, the Company may enter into purchase commitments for inventory components to be delivered based upon non-cancellable, pre-established, delivery schedules that are over a period that may exceed one year. Total non-cancellable purchase orders as of September 30, 2022, were approximately $13,274,183. Customer Concentration During the three month periods ended September 30, 2022 and 2021, the Company had one and two customers, respectively, in each period that accounted for (in the aggregate) approximately 23% and 41%, respectively, of revenue for which each represented greater than 10% of our consolidated quarterly revenue. During the nine month periods ended September 30, 2022 and 2021, the Company had one and two customers, respectively, in each period that accounted for (in the aggregate) approximately 28% and 36%, respectively, of revenue for which each represented greater than 10% of our consolidated quarterly revenue. As of September 30, 2022 and December 31 2021, the Company had one customer that accounted for approximately 39% and 60%, respectively, of trade accounts receivables for which each of such customer’s balances represented greater than 10% of our consolidated trade accounts receivable balance. During the three month periods ended September 30, 2022 and 2021, the Company had approximately 23% and 17%, 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, 2022 and 2021, the Company had approximately 11% and 14%, 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, 2022 | |
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 (Loss) Income Per Share
Net (Loss) Income Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | NOTE 12 – NET (LOSS) INCOME PER SHARE Basic and diluted net (loss) income per share were calculated as follows for the three and nine month periods ended September 30, 2022 and 2021: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Basic and diluted net income per share: Numerator: Net income $ 132,533 $ 980,696 $ 1,034,589 $ 2,719,016 Denominator: Weighted average common shares outstanding - basic 20,019,625 18,636,337 19,619,971 18,170,700 Effect of dilutive securities 1,119,332 1,326,933 962,145 1,295,323 Weighted average common shares outstanding - diluted 21,138,957 19,963,270 20,582,116 19,466,023 Net income per common share: Basic $ 0.01 $ 0.05 $ 0.05 $ 0.15 Diluted $ 0.01 $ 0.05 $ 0.05 $ 0.14 |
Revenue, Segment and Geographic
Revenue, Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenue, Segment and Geographic Information | NOTE 13 – REVENUE, SEGMENT AND GEOGRAPHIC INFORMATION The Company operates in two reportable segments: the first being our design and manufacture of high-performance customized computers and flash arrays, which is inclusive of in-flight entertainment and connectivity; and the second being our subsidiary, Bressner, which operates as value-added reseller with minimal product customization. The Company evaluates financial performance on a company-wide basis. Segment detail for the three and nine month periods ended September 30, 2022 and 2021, is as follows: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 OSS Bressner Total OSS Bressner Total Revenues $ 10,669,245 $ 8,146,599 $ 18,815,844 $ 9,263,796 $ 6,720,497 $ 15,984,293 Cost of revenues (7,397,458 ) (6,340,518 ) (13,737,976 ) (5,468,204 ) (4,999,386 ) (10,467,590 ) Gross profit 3,271,787 1,806,081 5,077,868 3,795,592 1,721,111 5,516,703 Gross margin % 30.7 % 22.2 % 27.0 % 41.0 % 25.6 % 34.5 % Total operating expenses (4,044,866 ) (869,626 ) (4,914,492 ) (3,562,174 ) (928,250 ) (4,490,424 ) Income (loss) from operations $ (773,079 ) $ 936,455 $ 163,376 $ 233,418 $ 792,861 $ 1,026,279 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 OSS Bressner Total OSS Bressner Total Revenues $ 31,966,648 $ 22,205,216 $ 54,171,864 $ 26,968,202 $ 17,236,852 $ 44,205,054 Cost of revenues (21,379,512 ) (17,373,511 ) (38,753,023 ) (16,572,433 ) (13,030,390 ) (29,602,823 ) Gross profit 10,587,136 4,831,705 15,418,841 10,395,769 4,206,462 14,602,231 Gross profit % 33.1 % 21.8 % 28.5 % 38.5 % 24.4 % 33.0 % Total operating expenses (11,549,509 ) (2,653,901 ) (14,203,410 ) (9,986,391 ) (2,797,880 ) (12,784,271 ) Income (loss) from operations $ (962,373 ) $ 2,177,804 $ 1,215,431 $ 409,378 $ 1,408,582 $ 1,817,960 Revenue from customers with non-U.S. billing addresses represented approximately 69% and 66% Revenue from customers with non-U.S. billing addresses represented approximately 72% and 65% As of September 30, 2022, substantially all the Company’s long-lived assets are located in the United States of America, with the exception of assets of $140,764 located in Germany. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events after the consolidated balance sheet dated as of September 30, 2022, through the date of filing of this Quarterly Report. Based upon the 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, 2022 | |
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, 2021. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 2021, audited consolidated financial statements have been omitted from these interim unaudited consolidated financial statements. The Company’s management has 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 month periods ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the audited consolidated financial statements and notes for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2022. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases” which sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases. A lease must be classified as a finance lease if any of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any of these criteria. The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Right-of-use assets and liabilities are initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right of use assets are reviewed for impairment. The lease liability is initially measured at the present value of future minimum lease payments over the expected lease term at the commencement date of each lease. The Company measures and records a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. In these cases where the discount rate implicit in the lease is not known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company's incremental borrowing rate it pays on current debt instruments or would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company and its subsidiary have no leases classified as finance leases. The Company and its subsidiary currently lease plant, office facilities and equipment under operating leases expiring through August 2024 The Company’s lease agreements may include options to extend the lease following the initial term. On a case-by-case basis, the Company’s management determines if it is reasonably certain to exercise the renewal option; such renewal options were included in determining the initial lease term. We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2022, and therefore did not reassess (i) whether any expired or existing contracts are, or contain, leases, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We elected to use hindsight for transition when considering judgments and estimates such as assessments of lease options to extend, or terminate, a lease, or to purchase the underlying asset. As result of the adoption of ASC 842, the Company recognized an accumulative adjustment to beginning retained earnings for the 2022 fiscal year of $44,533. For all asset classes, we elected to (i) not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less and (ii) not separate non-lease components from lease components, and we have accounted for combined lease and non-lease components as a single lease component. Variable lease payments associated with the Company’s leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. For those leases that are subsequently modified for terms, such changes may require a remeasurement of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. |
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, 2022, we had $3,778,217 in net deferred tax assets (“DTAs”). These DTAs include approximately $7,100,000 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 certain economic conditions may On August 16, 2022, Congress passed, and the President signed into law, the Inflation Reduction Act, 2022 (“the “IRA”), which includes certain business tax provisions. The Company does not expect the IRA to have a material impact on the Company’s effective tax rate or income tax provision for the year ending December 31, 2022. 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 2022. We will continue to evaluate the impact of new legislation on our financial position, results of operations, and cash flows. The U.S. Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017. Guidance continues to be issued clarifying the application of this legislation and recent proposed legislation known as Build Back Better is under consideration within both houses of U.S. Congress. Significant business and international provisions have been proposed in various versions of the framework of the bill that could increase our total tax expense. We cannot predict the overall impact that the additional guidance and proposed changes may have on our business. Some jurisdictions have raised tax rates and it is reasonable to expect that other global taxing authorities will be reviewing current legislation for potential modifications in reaction to the implementation of U.S. tax legislation, current economic conditions, and COVID-19 response costs. Due to the COVID-19 pandemic, economic uncertainty, inflation, increases in interest rates, capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine, and supply chain issues, our business, financial condition and results of operations could be materially adversely affected by any negative impact from these events. 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 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, 2022 | |
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, 2022, are as follows: Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Accrued Interest Estimated Fair Value Level 1: (1) Cash alternatives $ 4,319,783 $ 7,768 $ - $ 96 $ 4,327,647 Certificates of deposit 3,439,817 (4,607 ) 7,123 3,442,333 Corporate bonds and notes 520,373 - (1,779 ) 3,998 522,592 Municipal Securities 1,231,403 - (1,773 ) 20,798 1,250,428 $ 9,511,376 $ 7,768 $ (8,159 ) $ 32,015 $ 9,543,000 (1) Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities. The Company’s short-term investments by significant investment category as of December 31, 2021, are as follows: Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Accrued Interest Estimated Fair Value Level 1: (1) Cash alternatives $ 2,172,853 $ - $ - $ - $ 2,172,853 Certificates of deposit 591,968 - (3,294 ) 1,222 589,896 Corporate bonds and notes 4,293,722 - (5,432 ) 46,820 4,335,110 Municipal Securities 7,411,043 - (2,334 ) 29,182 7,437,891 $ 14,469,586 $ - $ (11,060 ) $ 77,224 $ 14,535,750 (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, 2022 | |
Accounts Receivable Net Current [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following: September 30, December 31, 2022 2021 Accounts receivable $ 11,410,051 $ 5,105,426 Less: allowance for doubtful accounts (19,735 ) (15,622 ) $ 11,390,316 $ 5,089,804 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net | Inventories, net consist of the following: September 30, December 31, 2022 2021 Raw materials $ 9,258,284 $ 5,603,868 Sub-assemblies 757,770 495,320 Work-in-process 344,452 518,838 Finished goods 10,350,052 6,228,892 20,710,558 12,846,918 Less: reserves for obsolete and slow-moving inventories (615,745 ) (569,045 ) $ 20,094,813 $ 12,277,873 |
Long-Lived Intangible Assets (T
Long-Lived Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 0 to 11 months $ 2,084,515 $ (2,026,554 ) $ 57,961 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 0 months 447,274 (447,274 ) - Non-compete 36 months 0 months 246,797 (246,797 ) - $ 3,538,793 $ (3,480,832 ) $ 57,961 Definite lived intangibles assets related to acquisitions are as follows, as of December 31, 2021: Expected Life Remaining Months Gross Intangible Assets Accumulated Amortization Net Intangible Assets Customer lists and relationships 36 to 60 months 0 to 20 months $ 2,084,515 $ (1,979,130 ) $ 105,385 Drawings and technology 36 months 0 months 760,207 (760,207 ) - Trade name, trademarks & other 24 to 36 months 0 months 447,274 (447,274 ) - Non-compete 36 months 0 months 246,797 (246,797 ) - $ 3,538,793 $ (3,433,408 ) $ 105,385 |
Schedule of Amortization Expense of Definite Lived Intangible Assets | As of September 30, 2022, amortization expense of the definite lived intangible assets for the years remaining is as follows: 2022 2023 Total $ 15,807 $ 42,154 $ 57,961 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 Accrued compensation and related liabilities $ 1,334,216 $ 1,372,342 Deferred revenue and customer deposits 768,131 844,081 Warranty reserve 530,699 571,903 Other accrued expenses 1,307,587 545,951 Deferred rent - 512,211 $ 3,940,633 $ 3,846,488 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt Obligations | A summary of outstanding debt obligations as of September 30, 2022, is as follows: Loan Description Current Interest Rate Maturity Date Balance (Euro) Balance ($) Current Portion Long-term Portion Foreign: Uni Credit Bank AG 2.450% December-22 € 500,000 $ 489,391 $ 489,391 $ - VR Bank 2.190% February -23 500,000 489,391 489,391 - Uni Credit Bank AG 2.875% February-23 500,000 489,391 489,391 - Commerzbank AG 3.875% March-23 500,000 489,391 489,391 - Commerzbank AG 2.550% June-24 1,316,778 1,288,839 730,337 558,502 € 3,316,778 $ 3,246,403 $ 2,687,901 $ 558,502 Outstanding debt obligations as of September 30, 2022, consist of the following: Period Ended September 30, 2022 Foreign Total Current portion: Principal $ 2,687,901 $ 2,687,901 Less discount - - Less loan origination costs - - Net liability $ 2,687,901 $ 2,687,901 Long-term portion: Principal $ 558,502 $ 558,502 Less discount - - Less loan origination costs - - Net liability $ 558,502 $ 558,502 Total: Principal $ 3,246,403 $ 3,246,403 Less discount - - Less loan origination costs - - Net liability $ 3,246,403 $ 3,246,403 |
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, 2022, are as follows: Period Ending September 30, Foreign Total 2023 $ 2,687,901 $ 2,687,901 2024 558,502 558,502 Total minimum payments 3,246,403 3,246,403 Current portion of notes payable (2,687,901 ) (2,687,901 ) Notes payable, net of current portion $ 558,502 $ 558,502 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under each of the Company’s equity incentive plans during the nine month period ended September 30, 2022, 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, 2022 1,025,499 $ 2.01 6.35 $ 1,867,324 Granted - - - - Forfeited / Canceled (1,000 ) 2.43 - $ 770 Exercised (53,819 ) $ 0.78 - $ 130,059 Outstanding on September 30, 2022 970,680 $ 2.06 5.86 $ 1,155,716 Exercisable as of September 30, 2022 967,345 $ 2.06 5.86 $ 1,154,049 Vested and expected to vest as of September 30, 2022 970,680 $ 2.06 5.86 $ 1,155,716 |
Schedule of Assumption to Calculate Weighted Average Grant Date Fair Value of Options Grant | There were no options granted during the nine month periods ended September 30, 2022 and 2021. The following table presents the grant date fair value of options vested and the intrinsic value of options exercised: For the Nine Months Ended September 30, 2022 2021 Grant date fair value of options vested $ 2,006,480 $ 329,980 Intrinsic value of options exercised $ 130,059 $ 899,175 |
Schedule of RSU Activity | The Company’s RSU activity for the nine months ended September 30, 2022, is as follows: Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Unvested on January 1, 2022 604,800 $ 4.30 Granted 683,450 $ 3.92 Vested (226,278 ) $ 4.36 Canceled (938 ) $ 4.57 Unvested on September 30, 2022 1,061,034 $ 4.04 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense for the three and nine month periods ended September 30, 2022 and 2021, was comprised of the following: For the Three Months Ended September 30, For the Nine Months Ended September 30, Stock-based compensation classified as: 2022 2021 2022 2021 General and administrative $ 309,631 $ 239,056 $ 812,072 $ 855,881 Production 70,967 49,826 197,382 143,142 Marketing and selling 104,543 71,169 291,087 200,885 Research and development 57,025 39,097 157,089 102,970 $ 542,166 $ 399,148 $ 1,457,630 $ 1,302,878 |
Schedule of Warrant Activity | The following table summarizes the Company’s warrant activity during the nine months ended September 30, 2022: Number of Warrants Weighted Average Exercise Price Warrants outstanding – January 1, 2022 451,112 $ 5.37 Warrants granted - $ - Warrants exercised - $ - Warrants outstanding – September 30, 2022 451,112 $ 5.37 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Other information Related to Leases | Other information related to leases as of the three and nine month periods ended September 30, 2022, are as follows: Supplement Cash Flow Information: For the Three Months Ended September 30, 2022 For the Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 158,696 $ 485,391 |
Summary of Maturity of Operating Lease Liabilities | The following table presents a maturity of the Company’s operating lease liabilities as of September 30, 2022: Year Operating Leases Remainder of 2022 $ 157,217 2023 592,780 2024 401,028 Total lease payments 1,151,025 Less: Amount representing interest (110,817 ) Present value of lease payment 1,040,208 Less: current portion of operating lease obligation (536,104 ) Operating lease obligation, net of current portion $ 504,104 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net (Loss) Income Per Share | Basic and diluted net (loss) income per share were calculated as follows for the three and nine month periods ended September 30, 2022 and 2021: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Basic and diluted net income per share: Numerator: Net income $ 132,533 $ 980,696 $ 1,034,589 $ 2,719,016 Denominator: Weighted average common shares outstanding - basic 20,019,625 18,636,337 19,619,971 18,170,700 Effect of dilutive securities 1,119,332 1,326,933 962,145 1,295,323 Weighted average common shares outstanding - diluted 21,138,957 19,963,270 20,582,116 19,466,023 Net income per common share: Basic $ 0.01 $ 0.05 $ 0.05 $ 0.15 Diluted $ 0.01 $ 0.05 $ 0.05 $ 0.14 |
Revenue, Segment and Geograph_2
Revenue, Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of (Loss) Income from Operations by Reporting Segments | Segment detail for the three and nine month periods ended September 30, 2022 and 2021, is as follows: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 OSS Bressner Total OSS Bressner Total Revenues $ 10,669,245 $ 8,146,599 $ 18,815,844 $ 9,263,796 $ 6,720,497 $ 15,984,293 Cost of revenues (7,397,458 ) (6,340,518 ) (13,737,976 ) (5,468,204 ) (4,999,386 ) (10,467,590 ) Gross profit 3,271,787 1,806,081 5,077,868 3,795,592 1,721,111 5,516,703 Gross margin % 30.7 % 22.2 % 27.0 % 41.0 % 25.6 % 34.5 % Total operating expenses (4,044,866 ) (869,626 ) (4,914,492 ) (3,562,174 ) (928,250 ) (4,490,424 ) Income (loss) from operations $ (773,079 ) $ 936,455 $ 163,376 $ 233,418 $ 792,861 $ 1,026,279 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 OSS Bressner Total OSS Bressner Total Revenues $ 31,966,648 $ 22,205,216 $ 54,171,864 $ 26,968,202 $ 17,236,852 $ 44,205,054 Cost of revenues (21,379,512 ) (17,373,511 ) (38,753,023 ) (16,572,433 ) (13,030,390 ) (29,602,823 ) Gross profit 10,587,136 4,831,705 15,418,841 10,395,769 4,206,462 14,602,231 Gross profit % 33.1 % 21.8 % 28.5 % 38.5 % 24.4 % 33.0 % Total operating expenses (11,549,509 ) (2,653,901 ) (14,203,410 ) (9,986,391 ) (2,797,880 ) (12,784,271 ) Income (loss) from operations $ (962,373 ) $ 2,177,804 $ 1,215,431 $ 409,378 $ 1,408,582 $ 1,817,960 |
The Company and Basis of Pres_2
The Company and Basis of Presentation - Additional Information (Details) | Oct. 31, 2018 |
Bressner Technology | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Percentage of shares acquired | 100% |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||
Weighted average remaining lease term for operating leases | 23 months | ||
Weighted average discount rate for operating leases | 12.80% | ||
Operating lease, expiration date | Aug. 31, 2024 | ||
Accumulative adjustment to beginning retained earnings | $ 1,561,093 | $ 571,037 | |
Net deferred tax assets | 3,778,217 | ||
Deferred tax assets operating loss carryforwards | $ 7,100,000 | ||
Forecast | Adjustment | |||
Significant Accounting Policies [Line Items] | |||
Accumulative adjustment to beginning retained earnings | $ 44,533 |
Short-Term Investments - Summar
Short-Term Investments - Summary of Short-Term Investments by Significant Investment Category (Details) - Level 1 - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 9,511,376 | $ 14,469,586 |
Gross Unrealized Gains | 7,768 | |
Gross Unrealized Losses | (8,159) | (11,060) |
Accrued Interest | 32,015 | 77,224 |
Estimated Fair Value | 9,543,000 | 14,535,750 |
Cash Alternatives | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 4,319,783 | 2,172,853 |
Gross Unrealized Gains | 7,768 | |
Accrued Interest | 96 | |
Estimated Fair Value | 4,327,647 | 2,172,853 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,439,817 | 591,968 |
Gross Unrealized Losses | (4,607) | (3,294) |
Accrued Interest | 7,123 | 1,222 |
Estimated Fair Value | 3,442,333 | 589,896 |
Corporate Bonds and Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 520,373 | 4,293,722 |
Gross Unrealized Losses | (1,779) | (5,432) |
Accrued Interest | 3,998 | 46,820 |
Estimated Fair Value | 522,592 | 4,335,110 |
Municipal Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,231,403 | 7,411,043 |
Gross Unrealized Losses | (1,773) | (2,334) |
Accrued Interest | 20,798 | 29,182 |
Estimated Fair Value | $ 1,250,428 | $ 7,437,891 |
Short-Term Investments - Additi
Short-Term Investments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Issuer | |
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, 2022 | Dec. 31, 2021 |
Accounts Receivable Net Current [Abstract] | ||
Accounts receivable gross | $ 11,410,051 | $ 5,105,426 |
Less: allowance for doubtful accounts | (19,735) | (15,622) |
Accounts receivable, total | $ 11,390,316 | $ 5,089,804 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable Net Current [Abstract] | ||||
provision (recovery) for bad debt expense | $ 9,918 | $ 0 | $ 5,125 | $ (4,902) |
Inventories - Summary of Invent
Inventories - Summary of Inventories, Net (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,258,284 | $ 5,603,868 |
Sub-assemblies | 757,770 | 495,320 |
Work-in-process | 344,452 | 518,838 |
Finished goods | 10,350,052 | 6,228,892 |
Inventory gross | 20,710,558 | 12,846,918 |
Less: reserves for obsolete and slow-moving inventories | (615,745) | (569,045) |
Inventory net | $ 20,094,813 | $ 12,277,873 |
Long-Lived Intangible Assets -
Long-Lived Intangible Assets - Schedule of Definite Lived Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite lived intangible assets, Gross | $ 3,538,793 | $ 3,538,793 |
Definite lived intangible assets, Accumulated Amortization | (3,480,832) | (3,433,408) |
Definite lived intangible assets, Net | 57,961 | 105,385 |
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 | (2,026,554) | (1,979,130) |
Definite lived intangible assets, Net | $ 57,961 | $ 105,385 |
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 | 0 days | 0 days |
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 | 11 months | 20 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 | 0 months | 0 months |
Definite lived intangible assets, Gross | $ 447,274 | $ 447,274 |
Definite lived intangible assets, Accumulated Amortization | $ (447,274) | $ (447,274) |
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 | 0 months | 0 months |
Definite lived intangible assets, Gross | $ 246,797 | $ 246,797 |
Definite lived intangible assets, Accumulated Amortization | $ (246,797) | $ (246,797) |
Long-Lived Intangible Assets _2
Long-Lived Intangible Assets - Schedule of Amortization Expense of Definite Lived Intangible Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2022 | $ 15,807 | |
2023 | 42,154 | |
Definite lived intangible assets, Net | $ 57,961 | $ 105,385 |
Long-Lived Intangible Assets _3
Long-Lived Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 15,808 | $ 163,900 | $ 47,424 | $ 491,700 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation and related liabilities | $ 1,334,216 | $ 1,372,342 |
Deferred revenue and customer deposits | 768,131 | 844,081 |
Warranty reserve | 530,699 | 571,903 |
Other accrued expenses | 1,307,587 | 545,951 |
Deferred rent | 512,211 | |
Accrued expenses and other liabilities | $ 3,940,633 | $ 3,846,488 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||
Jul. 17, 2022 | Jun. 01, 2022 USD ($) | Feb. 16, 2022 EUR (€) | Feb. 01, 2022 EUR (€) | Jun. 18, 2021 EUR (€) | Jun. 04, 2021 EUR (€) | Apr. 09, 2021 EUR (€) | Jul. 01, 2020 | May 11, 2020 USD ($) | Apr. 24, 2020 USD ($) $ / shares | Apr. 20, 2020 USD ($) $ / shares | Apr. 30, 2019 USD ($) Individual $ / shares shares | Sep. 30, 2022 USD ($) LineofCredit TermLoan $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) LineofCredit TermLoan $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 EUR (€) LineofCredit TermLoan | Jun. 01, 2022 EUR (€) | Apr. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 EUR (€) | May 03, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, modified interest rate | 2.875% | 2.45% | ||||||||||||||||||||
Debt discount amortization | $ 1,224 | $ 137,016 | ||||||||||||||||||||
Proceeds from loan | $ 2,692,531 | 2,307,818 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
April 2019 Notes | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate balance outstanding | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Debt instrument, face amount | $ 350,000 | |||||||||||||||||||||
Debt instrument, interest rate | 9.50% | |||||||||||||||||||||
Debt installment term | 2 years | |||||||||||||||||||||
Number of individuals | Individual | 3 | |||||||||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 16,100 | |||||||||||||||||||||
Warrants to purchase common stock percentage equal to original principal | 10% | |||||||||||||||||||||
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] | ||||||||||||||||||||||
Aggregate balance outstanding | 0 | 0 | 0 | |||||||||||||||||||
Debt instrument, face amount | $ 1,150,000 | |||||||||||||||||||||
Debt instrument, interest rate | 9.50% | |||||||||||||||||||||
Debt installment term | 2 years | |||||||||||||||||||||
Number of individuals | Individual | 3 | |||||||||||||||||||||
Debt instrument, monthly / quarterly principal and interest payments | $ 52,900 | |||||||||||||||||||||
Warrants to purchase common stock percentage equal to original principal | 10% | |||||||||||||||||||||
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 | |||||||||||||||||||||
Senior Secured Convertible Promissory Notes | Securities Purchase Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate balance outstanding | 0 | 0 | ||||||||||||||||||||
Debt instrument, interest rate | 0% | |||||||||||||||||||||
Debt instrument, maturity date | Apr. 01, 2022 | |||||||||||||||||||||
Debt discount amortization | 0 | $ 0 | 0 | 8,773 | ||||||||||||||||||
Non-interest bearing convertible note | $ 3,000,000 | $ 6,000,000 | $ 3,000,000 | |||||||||||||||||||
Original issue discount rate | 10% | 10% | ||||||||||||||||||||
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% | |||||||||||||||||||||
Debt instrument, conversion description | Subject to the satisfaction of certain equity conditions set forth in the notes, installment amounts could 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% | |||||||||||||||||||||
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 | |||||||||||||||||||||
Monthly amortization payments percentage of initial principal | 0.04545% | |||||||||||||||||||||
Debt instrument, redemption price percentage | 105% | 110% | ||||||||||||||||||||
Remaining balance of convertible notes | 2,590,909 | $ 2,590,909 | ||||||||||||||||||||
Debt discount amortization | 0 | 26,285 | 1,161 | 121,644 | ||||||||||||||||||
Original issue discount rate | $ 316,274 | |||||||||||||||||||||
Debt issuance costs amortized | $ 0 | $ 27,711 | $ 1,223 | $ 128,243 | ||||||||||||||||||
PPP Loan | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from loan | $ 1,499,360 | |||||||||||||||||||||
Loan fully forgiven | $ 1,499,360 | |||||||||||||||||||||
Accrued interest fully forgiven | $ 14,994 | |||||||||||||||||||||
PPP Loan | Two Year Promissory Note | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate | 1% | |||||||||||||||||||||
Debt instrument, maturity date | Apr. 28, 2022 | |||||||||||||||||||||
Bressner Technology GmbH | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Number of term loans outstanding | TermLoan | 5 | 5 | 5 | |||||||||||||||||||
Debt instrument, face amount | € | € 500,000 | € 500,000 | € 500,000 | € 500,000 | € 500,000 | |||||||||||||||||
Bressner Technology GmbH | Term Loans | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate balance outstanding | $ 3,246,403 | $ 3,246,403 | € 3,316,778 | |||||||||||||||||||
Commerzbank AG | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate balance outstanding | 1,288,839 | 1,288,839 | 1,316,778 | |||||||||||||||||||
Debt instrument, face amount | $ 1,468,173 | € 1,500,000 | ||||||||||||||||||||
Debt instrument, interest rate | 2.55% | 2.55% | ||||||||||||||||||||
Debt installment term | 24 months | |||||||||||||||||||||
Debt installments payment beginning date | Jul. 31, 2022 | |||||||||||||||||||||
Line Of Credit From V R Bank | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate balance outstanding | 489,391 | 489,391 | € 500,000 | |||||||||||||||||||
Maximum | Senior Secured Convertible Promissory Notes | Securities Purchase Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Volume weighted average price percentage | 82.50% | |||||||||||||||||||||
Minimum | Senior Secured Convertible Promissory Notes | Securities Purchase Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt conversion floor price | $ / shares | $ 1 | |||||||||||||||||||||
Volume weighted average price percentage | 82.50% | |||||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Total outstanding balance | 0 | 0 | ||||||||||||||||||||
Revolving Credit Facility | German Institutions | Bressner Technology GmbH | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Total outstanding balance | $ 0 | $ 0 | 0 | |||||||||||||||||||
Number of lines of credit | LineofCredit | 3 | 3 | 3 | |||||||||||||||||||
Revolving Credit Facility | Maximum | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | |||||||||||||||||||||
Revolving Credit Facility | Maximum | German Institutions | Bressner Technology GmbH | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,175,320 | $ 2,175,320 | € 2,200,000 | |||||||||||||||||||
Line of credit current rate | 4% | |||||||||||||||||||||
Revolving Credit Facility | Minimum | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Cash and investments balances maintained | 4,000,000 | $ 4,000,000 | ||||||||||||||||||||
Revolving Credit Facility | Minimum | German Institutions | Bressner Technology GmbH | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit current rate | 3.10% | |||||||||||||||||||||
Term Loans | Bressner Technology GmbH | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate balance outstanding | $ 489,391 | $ 489,391 | € 500,000 | 568,826 | € 500,000 | |||||||||||||||||
Debt instrument, interest rate | 1.58% | 1.95% | 1.487% | 1.55% | 1.60% | 1.685% | 1.685% | 1.685% | ||||||||||||||
Debt instrument, modified interest rate | 2.19% | 3.875% | ||||||||||||||||||||
Debt instrument, maturity date | Aug. 16, 2022 | Aug. 01, 2022 | Dec. 17, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2022 | ||||||||||||||||
Debt instrument, extended maturity date | Dec. 19, 2022 | Jun. 17, 2022 | Sep. 30, 2022 | |||||||||||||||||||
Term Loans | Line of Credit from UniCredit Bank | Bressner Technology GmbH | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate balance outstanding | $ 489,391 | $ 489,391 | € 500,000 | |||||||||||||||||||
Term Loans | Line of Credit from Commerzbank AG | Bressner Technology GmbH | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate balance outstanding | $ 489,391 | $ 489,391 | € 500,000 | $ 568,825 | € 500,000 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt Obligations (Details) | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | |
Debt Instrument [Line Items] | ||
Current Portion | $ 2,687,901 | |
Long-term debt, net of current portion (Note 8) | 558,502 | |
Foreign | ||
Debt Instrument [Line Items] | ||
Balance | 3,246,403 | € 3,316,778 |
Current Portion | 2,687,901 | |
Long-term debt, net of current portion (Note 8) | $ 558,502 | |
Foreign | Note Payable Maturing on March,2023 | Commerzbank AG | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 3.875% | 3.875% |
Maturity Date | Mar. 31, 2023 | |
Balance | $ 489,391 | € 500,000 |
Current Portion | $ 489,391 | |
Foreign | Note Payable Maturing on June 30, 2024 | Commerzbank AG | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 2.55% | 2.55% |
Maturity Date | Jun. 30, 2024 | |
Balance | $ 1,288,839 | € 1,316,778 |
Current Portion | 730,337 | |
Long-term debt, net of current portion (Note 8) | $ 558,502 | |
Foreign | Note Payable Maturing on December 31, 2022 | Uni Credit Bank AGUni Credit Bank AG | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 2.45% | 2.45% |
Maturity Date | Dec. 31, 2022 | |
Balance | $ 489,391 | € 500,000 |
Current Portion | $ 489,391 | |
Foreign | Note Payable Maturing on February ,23 | Uni Credit Bank AGUni Credit Bank AG | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 2.875% | 2.875% |
Maturity Date | Feb. 28, 2023 | |
Balance | $ 489,391 | € 500,000 |
Current Portion | $ 489,391 | |
Foreign | Note Payable Maturing on February ,23 | VR Bank | ||
Debt Instrument [Line Items] | ||
Current Interest Rate | 2.19% | 2.19% |
Maturity Date | Feb. 28, 2023 | |
Balance | $ 489,391 | € 500,000 |
Current Portion | $ 489,391 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt Obligations (Details) | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Current portion, principal | $ 2,687,901 |
Current portion, net liability | 2,687,901 |
Long-term portion, Principal | 558,502 |
Long-term portion, Net liability | 558,502 |
Total, Principal | 3,246,403 |
Total, Net liability | 3,246,403 |
Foreign | |
Debt Instrument [Line Items] | |
Current portion, principal | 2,687,901 |
Current portion, net liability | 2,687,901 |
Long-term portion, Principal | 558,502 |
Long-term portion, Net liability | 558,502 |
Total, Principal | 3,246,403 |
Total, Net liability | $ 3,246,403 |
Debt - Schedule of Total Future
Debt - Schedule of Total Future Payments under Notes Payable and Related Party Notes Payable (Details) | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 2,687,901 |
2024 | 558,502 |
Total minimum payments | 3,246,403 |
Current portion of notes payable | (2,687,901) |
Notes payable, net of current portion | 558,502 |
Foreign | |
Debt Instrument [Line Items] | |
2023 | 2,687,901 |
2024 | 558,502 |
Total minimum payments | 3,246,403 |
Current portion of notes payable | (2,687,901) |
Notes payable, net of current portion | $ 558,502 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 9 Months Ended | |||||||
Jun. 24, 2020 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 shares | Dec. 31, 2021 $ / shares shares | Jun. 21, 2021 $ / shares shares | May 19, 2021 shares | May 18, 2021 shares | Jun. 23, 2020 shares | |
Class Of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Number of shares granted | 0 | 0 | ||||||
Unvested common stock options, net of estimated forfeitures | $ | $ 2,771 | |||||||
Unearned stock-based compensation expected to be recognized | 3 months 14 days | |||||||
Restricted Stock Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares, granted | 683,450 | |||||||
Weighted average exercise price | $ / shares | $ 3.92 | |||||||
Unvested common stock options, net of estimated forfeitures | $ | $ 3,211,543 | |||||||
Unearned stock-based compensation expected to be recognized | 1 year 2 months 4 days | |||||||
Incentive Stock Options | ||||||||
Class Of Stock [Line Items] | ||||||||
Share price | $ / shares | $ 5.50 | |||||||
Multipliers for calculating share vested on determined date | 1,177.52 | |||||||
Employees, Officers, Directors, Consultants and Advisors | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Mr. Raun | Restricted Stock Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares, granted | 412,125 | |||||||
Vesting period | 3 years | |||||||
Vesting percentage | 33.33% | |||||||
Mr. Raun | Incentive Stock Options | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares granted | 412,125 | |||||||
Weighted average exercise price | $ / shares | $ 2.14 | |||||||
Common Stock | Employees, Officers, Directors, Consultants and Advisors | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock shares issuable | 3,543,114 | |||||||
2017 Plan | Restricted Stock Units | Minimum | ||||||||
Class Of Stock [Line Items] | ||||||||
Vesting period | 1 year | |||||||
2017 Plan | Restricted Stock Units | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Vesting period | 3 years | |||||||
2017 Plan | Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares authorized for issuance | 1,000,000 | 3,000,000 | 1,500,000 | 500,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Granted | 0 | 0 | |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Outstanding beginning balance | 1,025,499 | ||
Number of Shares, Forfeited / Cancelled | (1,000) | ||
Number of Shares, Exercised | (53,819) | ||
Number of Shares, Outstanding ending balance | 970,680 | 1,025,499 | |
Number of Shares, Exercisable ending balance | 967,345 | ||
Number of Shares, Vested and expected to vest ending balance | 970,680 | ||
Weighted Average Exercise Price, Outstanding beginning balance | $ 2.01 | ||
Weighted Average Exercise Price, Forfeited / Cancelled | 2.43 | ||
Weighted Average Exercise Price, Exercised | 0.78 | ||
Weighted Average Exercise Price, Outstanding ending balance | 2.06 | $ 2.01 | |
Weighted Average Exercise Price, Exercisable ending balance | 2.06 | ||
Weighted Average Exercise Price, Vested and expected to vest ending balance | $ 2.06 | ||
Weighted Average Remaining Contractual Life (in years), Outstanding balance | 5 years 10 months 9 days | 6 years 4 months 6 days | |
Weighted Average Remaining Contractual Life (in years), Exercisable balance | 5 years 10 months 9 days | ||
Weighted Average Remaining Contractual Life (in years), Vested and expected to vest balance | 5 years 10 months 9 days | ||
Aggregate Intrinsic Value, Outstanding balance | $ 1,155,716 | $ 1,867,324 | |
Aggregate Intrinsic Value, Forfeited / Cancelled balance | 770 | ||
Aggregate Intrinsic Value, Exercised balance | 130,059 | ||
Aggregate Intrinsic Value, Exercisable balance | 1,154,049 | ||
Aggregate Intrinsic Value, Vested and expected to vest balance | $ 1,155,716 |
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, 2022 | Sep. 30, 2021 | |
Class Of Stock [Line Items] | ||
Grant date fair value of options vested | $ 2,006,480 | $ 329,980 |
Intrinsic value of options exercised | $ 130,059 | $ 899,175 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of RSU Activity (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding beginning balance | shares | 604,800 |
Number of Shares, Granted | shares | 683,450 |
Number of shares, Vested | shares | (226,278) |
Number of Shares, Cancelled | shares | (938) |
Number of Shares, Outstanding ending balance | shares | 1,061,034 |
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ / shares | $ 4.30 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.92 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 4.36 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 4.57 |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding ending balance | $ / shares | $ 4.04 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 542,166 | $ 399,148 | $ 1,457,630 | $ 1,302,878 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 309,631 | 239,056 | 812,072 | 855,881 |
Production | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 70,967 | 49,826 | 197,382 | 143,142 |
Marketing and Selling | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 104,543 | 71,169 | 291,087 | 200,885 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 57,025 | $ 39,097 | $ 157,089 | $ 102,970 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrants | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Class Of Stock [Line Items] | |
Number of Shares, Beginning Warrants outstanding | shares | 451,112 |
Number of Shares, Ending Warrants outstanding | shares | 451,112 |
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ 5.37 |
Weighted Average Exercise Price, Warrant exercised | 0 |
Weighted Average Grant Date Fair Value / Exercise Price, Outstanding ending balance | $ 5.37 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) ft² Customer | Sep. 30, 2021 USD ($) Customer | Sep. 30, 2022 USD ($) ft² Customer | Sep. 30, 2021 USD ($) Customer | Dec. 31, 2021 | |
Operating Leased Assets [Line Items] | |||||
Operating lease, expiration date | Aug. 31, 2024 | ||||
Weighted average remaining lease term for operating leases | 23 months | 23 months | |||
Weighted average discount rate for operating leases | 12.80% | 12.80% | |||
Operating lease, rent expense | $ | $ 173,986 | $ 162,745 | $ 510,562 | $ 614,996 | |
Purchase commitments description | In the normal course of business, the Company may enter into purchase commitments for inventory components to be delivered based upon non-cancellable, pre-established, delivery schedules that are over a period that may exceed one year. | ||||
Non-cancellable purchase commitments | $ | $ 13,274,183 | ||||
Number of customer's more than10% of revenue | Customer | 1 | 2 | 1 | 2 | |
Number of customers more than 10% of net trade accounts receivable | Customer | 1 | 1 | |||
Revenue | Customer Concentration Risk | Significant Customers | |||||
Operating Leased Assets [Line Items] | |||||
Customers accounted for 10% or more of quarterly revenues | 23% | 41% | 28% | 36% | |
Trade Accounts Receivable | Customer Concentration Risk | Significant Customers | |||||
Operating Leased Assets [Line Items] | |||||
Customers accounted for 10% or more of quarterly revenues | 39% | 60% | |||
Net Purchases | Customer Concentration Risk | Significant Customers | |||||
Operating Leased Assets [Line Items] | |||||
Customers accounted for 10% or more of quarterly revenues | 23% | 17% | 11% | 14% | |
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 | Salt Lake City, Utah | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, area | 3,208 | 3,208 | |||
Operating lease, expiration date | Jun. 30, 2023 | ||||
Offices, Manufacturing and Warehouse Facility | Irvine, California | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, area | 1,632 | 1,632 | |||
Operating lease, expiration date | Jun. 30, 2023 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Other information Related to Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 158,696 | $ 485,391 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Maturity of Operating Lease Liabilities (Details) | Sep. 30, 2022 USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
Remainder of 2022 | $ 157,217 |
2023 | 592,780 |
2024 | 401,028 |
Total lease payments | 1,151,025 |
Less: Amount representing interest | (110,817) |
Present value of lease payment | 1,040,208 |
Less: current portion of operating lease obligation | (536,104) |
Operating lease obligation, net of current portion | $ 504,104 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Unused remaining funding commitments expiration date | Apr. 01, 2020 | |||||
Additional funding commitments received | $ 0 | $ 0 | ||||
Interest expense on all the related party | 0 | $ 417 | 0 | $ 4,095 | ||
April 2019 Related Party Notes | Board of Directors | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, face amount | $ 1,150,000 | |||||
Debt maturity term | 2 years | |||||
Debt instrument, interest rate | 9.50% | |||||
Debt instrument, monthly / quarterly principal and interest payments | $ 52,900 | |||||
Warrants to purchase common stock percentage equal to original principal | 10% | |||||
Warrants exercise price | $ 2.15 | |||||
Warrants to purchase common stock | 53,490 | |||||
Aggregate balance outstanding | $ 0 | $ 0 | $ 0 | |||
Warrants | April 2019 Related Party Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Fair value of the warrant issued | $ 46,121 | |||||
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% | |||||
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 (Loss) Income Per Share - S
Net (Loss) Income Per Share - Summary of Basic and Diluted Net Income Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||
Net income | $ 132,533 | $ 980,696 | $ 902,056 | $ 1,738,320 | $ 1,034,589 | $ 2,719,016 |
Denominator: | ||||||
Weighted average common shares outstanding - basic | 20,019,625 | 18,636,337 | 19,619,971 | 18,170,700 | ||
Effect of dilutive securities | 1,119,332 | 1,326,933 | 962,145 | 1,295,323 | ||
Weighted average common shares outstanding - diluted | 21,138,957 | 19,963,270 | 20,582,116 | 19,466,023 | ||
Net income per common share: | ||||||
Basic | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.15 | ||
Diluted | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.14 |
Revenue, Segment and Geograph_3
Revenue, Segment and Geographic Information - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 | Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 | |
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 | $ | $ 140,764 | $ 140,764 | ||
Revenue | Customer Concentration Risk | Non-U.S. | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Concentration risk, percentage | 69% | 66% | 72% | 65% |
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 | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Revenue | $ 18,815,844 | $ 15,984,293 | $ 54,171,864 | $ 44,205,054 |
Cost of revenues | (13,737,976) | (10,467,590) | (38,753,023) | (29,602,823) |
Gross profit | $ 5,077,868 | $ 5,516,703 | $ 15,418,841 | $ 14,602,231 |
Gross margin % | 27% | 34.50% | 28.50% | 33% |
Total operating expenses | $ (4,914,492) | $ (4,490,424) | $ (14,203,410) | $ (12,784,271) |
Income from operations | 163,376 | 1,026,279 | 1,215,431 | 1,817,960 |
OSS Segment | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Revenue | 10,669,245 | 9,263,796 | 31,966,648 | 26,968,202 |
Cost of revenues | (7,397,458) | (5,468,204) | (21,379,512) | (16,572,433) |
Gross profit | $ 3,271,787 | $ 3,795,592 | $ 10,587,136 | $ 10,395,769 |
Gross margin % | 30.70% | 41% | 33.10% | 38.50% |
Total operating expenses | $ (4,044,866) | $ (3,562,174) | $ (11,549,509) | $ (9,986,391) |
Income from operations | (773,079) | 233,418 | (962,373) | 409,378 |
Bressner Segment | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Revenue | 8,146,599 | 6,720,497 | 22,205,216 | 17,236,852 |
Cost of revenues | (6,340,518) | (4,999,386) | (17,373,511) | (13,030,390) |
Gross profit | $ 1,806,081 | $ 1,721,111 | $ 4,831,705 | $ 4,206,462 |
Gross margin % | 22.20% | 25.60% | 21.80% | 24.40% |
Total operating expenses | $ (869,626) | $ (928,250) | $ (2,653,901) | $ (2,797,880) |
Income from operations | $ 936,455 | $ 792,861 | $ 2,177,804 | $ 1,408,582 |