Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | DECISIONPOINT SYSTEMS, INC. | |
Trading Symbol | None | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 13,881,731 | |
Amendment Flag | false | |
Entity Central Index Key | 0001505611 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 333-245695 | |
Entity Tax Identification Number | 37-1644635 | |
Entity Address, Address Line One | 8697 Research Drive | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618-4204 | |
City Area Code | (949) | |
Local Phone Number | 465-0065 | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NONE | |
Title of 12(g) Security | None |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 2,967 | $ 2,005 |
Accounts receivable, net | 11,235 | 16,438 |
Inventory, net | 1,136 | 884 |
Deferred costs | 1,964 | 1,744 |
Prepaid expenses and other current assets | 343 | 67 |
Total current assets | 17,645 | 21,138 |
Operating lease assets | 457 | 583 |
Property and equipment, net | 742 | 751 |
Deferred costs, net of current portion | 1,727 | 2,097 |
Deferred tax assets | 1,991 | 1,973 |
Intangible assets, net | 4,112 | 4,663 |
Goodwill | 8,128 | 8,128 |
Other assets | 22 | 22 |
Total assets | 34,824 | 39,355 |
Current liabilities: | ||
Accounts payable | 8,122 | 12,852 |
Accrued expenses and other current liabilities | 2,852 | 2,807 |
Deferred revenue | 6,478 | 4,617 |
Line of credit | 1,206 | |
Due to related parties | 59 | 34 |
Current portion of operating lease liabilities | 269 | 261 |
Total current liabilities | 17,780 | 21,777 |
Deferred revenue, net of current portion | 2,811 | 3,140 |
Long-term debt | 150 | 1,361 |
Noncurrent portion of operating lease liabilities | 203 | 340 |
Other liabilities | 437 | 873 |
Total liabilities | 21,381 | 27,491 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value; 50,000 shares authorized; 13,882 and 13,576 shares issued and outstanding, respectively | 14 | 14 |
Additional paid-in capital | 38,305 | 38,229 |
Accumulated deficit | (24,876) | (26,379) |
Total stockholders’ equity | 13,443 | 11,864 |
Total liabilities and stockholders’ equity | $ 34,824 | $ 39,355 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares shares in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 13,882 | 13,576 |
Common stock, shares outstanding | 13,882 | 13,576 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net sales: | ||||
Product | $ 11,574 | $ 12,667 | $ 23,497 | $ 27,762 |
Service | 3,595 | 2,986 | 7,744 | 6,178 |
Net sales | 15,169 | 15,653 | 31,241 | 33,940 |
Cost of sales: | ||||
Product | 9,208 | 9,945 | 18,657 | 22,019 |
Service | 2,465 | 1,790 | 5,250 | 3,685 |
Cost of sales | 11,673 | 11,735 | 23,907 | 25,704 |
Gross profit | 3,496 | 3,918 | 7,334 | 8,236 |
Operating expenses: | ||||
Sales and marketing expense | 1,910 | 1,336 | 3,799 | 2,980 |
General and administrative expenses | 1,474 | 1,084 | 3,094 | 2,232 |
Total operating expenses | 3,384 | 2,420 | 6,893 | 5,212 |
Operating income | 112 | 1,498 | 441 | 3,024 |
Interest expense | (21) | (72) | (50) | (171) |
Gain on extinguishment of debt | 1,211 | |||
Other income | 10 | 10 | ||
Income before income taxes | 91 | 1,436 | 1,602 | 2,863 |
Income tax benefit (expense) | 79 | (421) | (99) | (819) |
Net income and comprehensive income attributable to common stockholders | $ 170 | $ 1,015 | $ 1,503 | $ 2,044 |
Earnings per share attributable to stockholders: | ||||
Basic (in Dollars per share) | $ 0.01 | $ 0.07 | $ 0.11 | $ 0.15 |
Diluted (in Dollars per share) | $ 0.01 | $ 0.06 | $ 0.10 | $ 0.13 |
Weighted average common shares outstanding | ||||
Basic (in Shares) | 13,882 | 13,576 | 13,826 | 13,576 |
Diluted (in Shares) | 14,784 | 15,642 | 15,294 | 15,642 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2019 | $ 14 | $ 38,412 | $ (29,240) | $ 8,916 |
Beginning Balance (in Shares) at Dec. 31, 2019 | 13,576 | |||
Net income | 2,044 | 2,044 | ||
Share-based compensation expense | 48 | 48 | ||
Ending Balance at Jun. 30, 2020 | $ 14 | 38,190 | (27,196) | 11,008 |
Ending Balance (in Shares) at Jun. 30, 2020 | 13,576 | |||
Beginning Balance at Mar. 31, 2020 | $ 14 | 38,165 | (28,211) | 9,968 |
Beginning Balance (in Shares) at Mar. 31, 2020 | 13,576 | |||
Net income | 1,015 | 1,015 | ||
Share-based compensation expense | 25 | 25 | ||
Ending Balance at Jun. 30, 2020 | $ 14 | 38,190 | (27,196) | 11,008 |
Ending Balance (in Shares) at Jun. 30, 2020 | 13,576 | |||
Beginning Balance at Dec. 31, 2020 | $ 14 | 38,229 | (26,379) | 11,864 |
Beginning Balance (in Shares) at Dec. 31, 2020 | 13,576 | |||
Net income | 1,503 | 1,503 | ||
Share-based compensation expense | 74 | 74 | ||
Exercise of warrants | ||||
Exercise of warrants (in Shares) | 303 | |||
Exercise of stock options | 2 | 2 | ||
Exercise of stock options (in Shares) | 3 | |||
Ending Balance at Jun. 30, 2021 | $ 14 | 38,305 | (24,876) | 13,443 |
Ending Balance (in Shares) at Jun. 30, 2021 | 13,882 | |||
Beginning Balance at Mar. 31, 2021 | $ 14 | 38,264 | (25,046) | 13,232 |
Beginning Balance (in Shares) at Mar. 31, 2021 | 13,882 | |||
Net income | 170 | 170 | ||
Share-based compensation expense | 41 | 41 | ||
Ending Balance at Jun. 30, 2021 | $ 14 | $ 38,305 | $ (24,876) | $ 13,443 |
Ending Balance (in Shares) at Jun. 30, 2021 | 13,882 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net income | $ 1,503 | $ 2,044 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 715 | 378 |
Gain on extinguishment of debt | (1,211) | |
Amortization of deferred financing costs and note discount | 25 | 63 |
Share-based compensation expense | 74 | 48 |
Deferred income taxes, net | (18) | 762 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,203 | (4,605) |
Inventory, net | (252) | 3,493 |
Deferred costs | 150 | 101 |
Other assets, net | (301) | 26 |
Accounts payable | (4,730) | (1,343) |
Accrued expenses and other current liabilities | (221) | (71) |
Due to related parties | 25 | (16) |
Operating lease liabilities | (3) | (43) |
Deferred revenue | 1,532 | 451 |
Net cash provided by operating activities | 2,491 | 1,288 |
Cash flows from investing activities | ||
Cash paid for acquisitions | (170) | |
Purchases of property and equipment | (155) | (51) |
Net cash used in investing activities | (325) | (51) |
Cash flows from financing activities | ||
Line of credit, net | (1,206) | (2,070) |
Repayment of term debt | (125) | |
Proceeds from issuance of term debt | 1,211 | |
Proceeds from exercise of stock options | 2 | |
Net cash used in financing activities | (1,204) | (984) |
Change in cash | 962 | 253 |
Cash, beginning of period | 2,005 | 2,620 |
Cash, end of period | 2,967 | 2,873 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 30 | 108 |
Cash paid for income taxes | $ 362 | $ 2 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1: Description of Business DecisionPoint Systems, Inc., which we sometimes refer to as the “Company”, “we” or “us”, is an enterprise mobility systems integrator that sells, installs, deploys and repairs mobile computing and wireless systems that are used both within a company’s facilities and in the field. These systems generally include mobile computers, mobile application software, and related data capture equipment including bar code scanners and radio frequency identification (“RFID”) readers. We also provide professional services, consulting, staging, kitting, deployment, maintenance, proprietary and third-party software and software customization as an integral part of our customized solutions for our customers. The suite of products utilizes the latest technologies with the intent to make complex mobile technologies easy to use, understand and keep running within all vertical markets such as merchandising, sales and delivery, field service, logistics and transportation and warehouse management. In June 2018, we acquired 100% of the outstanding stock of Royce Digital Systems, Inc. (“RDS”). RDS provides innovative enterprise print and mobile technologies, deployment services and on-site maintenance. In December 2020, we acquired 100% of the issued and outstanding membership interests of ExtenData Solutions, LLC (“ExtenData”). ExtenData is focused on enterprise mobility solutions and provides software product development, mobile computing, identification and tracking solutions, and wireless tracking solutions. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2: Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements of DecisionPoint Systems, Inc. and its subsidiaries on the accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of DecisionPoint Systems, Inc. and its wholly owned subsidiaries, DecisionPoint Systems International (“DPSI”), DecisionPoint Systems Group, Inc. (“DPS Group”), RDS and ExtenData. ExtenData was acquired on December 4, 2020, and as such, has been consolidated into our financial position and results of operations beginning December 5, 2020. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted from these interim financial statements as permitted by SEC rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in our Special Financial Report on Form SP 15D2 for the years ended December 31, 2020 and 2019. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of results to be expected for the full fiscal year. COVID-19 COVID-19 and the response to the virus have negatively impacted economic activity in many sectors. The potential future economic impacts of COVID-19, while uncertain, could materially adversely impact the Company’s results of operations. The financial related impact and duration of the pandemic cannot be reasonably estimated at this time. Operating Segments Under the Financial Accounting Standards Board Accounting Standards Codification 280-10, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles, if the segments have similar characteristics, and if the segments are similar in each of the following areas: (i) the nature of products and services, (ii) the nature of the production processes, (iii) the type or class of customer for their products and services, and (iv) the methods used to distribute their products or provide their services. We believe each of the Company’s segments meet these criteria as they provide similar products and services to similar customers using similar methods of production and distribution. Because we believe each of the criteria set forth above has been met and each of the Company’s segments has similar characteristics, we aggregate results of operations in one reportable operating segment. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. Revenue Recognition We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied. We combine contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. We estimate the amount of total contract consideration we expect to receive for variable arrangements by determining the most likely amount we expect to earn from the arrangement based on the expected quantities of services we expect to provide, and the contractual pricing based on those quantities. We only include some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. We consider the sensitivity of the estimate, our relationship and experience with our client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue. We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to our clients. Unbilled receivables are recorded when we have an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients, or receive customer cash payments, in advance of performing the related services under the terms of a contract. Remaining performance obligations represent the transaction price allocated to the performance obligations that are unsatisfied as of the end of each reporting period. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation. As of June 30, 2021, the total aggregate transaction price allocated to the unsatisfied performance obligations was approximately $9.3 million, of which approximately $6.5 million is expected to be recognized over the next 12 months. As of December 31, 2020, the total aggregate transaction price allocated to the unsatisfied performance obligations was approximately $7.8 million, of which $1.7 million and $3.3 million in performance obligations were satisfied in the three and six months ended June 30, 2021, respectively. Hardware, consumables, and software products - Revenues from software license sales are recognized as a single performance obligation on a gross basis as we are acting as a principal in these transactions at the point the software license is delivered to the customer. Generally, software licenses are sold with accompanying third-party delivered software assurance, which allows customers to upgrade, at no additional cost, to the latest technology if new capabilities are introduced during the period that the software assurance is in effect. In most instances, we determined that the accompanying third-party delivered software assurance is critical or essential to the core functionality of the software license because we do not sell the software license and standard warranty on a standalone basis (which indicates that the customer cannot benefit from the software license and standard warranty on its own), the software license and the standard warranty are not separately identifiable, the software license assurance warranty are inputs of a combined item in the contract, the assurance warranty and software license are highly interdependent and interrelated because the core functionality of the license is dependent on the assurance warranty, and our promise to provide the assurance warranty that is necessary for the software license to continue to provide significant benefit to the customer. As a result, the software license and the accompanying third-party delivered software assurance are recognized as a single performance obligation. We consider several factors to determine whether we are acting as a principal or an agent, including whether we are the primary obligor to the customer, have established our own pricing and have inventory and credit risks. Our internally developed software solution generates SaaS revenues from implementation, training and subscription fees. The initial term of the SaaS agreements is generally one year. The subscription fees are recognized over the subscription period. The implementation fees are necessary and integral for the customer to utilize the software. As such, the implementation fees are deferred and amortized over the subscription period. We also offer third-party SaaS subscriptions to our customers. The third-party subscriptions are recognized on a net basis as we are acting as an agent in these transactions, whereas our internally developed software solution offering is recognized on a gross basis. We leverage drop-ship shipments with many of our partners and suppliers to deliver hardware and consumable products to our clients without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-ship arrangements on a gross basis as the principal in the transaction when the product is received by the client because we control the product prior to transfer to the client. We also assume primary responsibility for the fulfillment in the arrangement, we assume inventory risk if the product is returned by the client, we set the price of the product charged to the client, we assume credit risk for nonpayment by our customer, and we work closely with clients to determine their hardware specifications. Professional services Maintenance services We generally act as the principal in the transaction as the primary obligor for fulfillment in the arrangement, we set the price of the service charged to the customer, and we assume credit risk for the amounts invoiced. In addition, we manage back-end warranties, service contracts and repairs for multiple products and suppliers. We leverage our knowledge base of mobility best practices by consolidating multiple supplier’s maintenance requirements under a single point in contact through us. Our internal support team assists our customers first by performing an initial technical triage to determine the source of the problem including, but not limited to, physical damage and software issues and whether they can be handled remotely by the client or returned for repair. Further, we receive the returned products, confirm that the equipment is operational or not, either repair or refurbish the equipment internally or return it to the manufacturer directly to repair. We then obtain the product turn back from the manufacturer and either send it back out to a specific customer location or place in a customer’s spare pool. As a result, we recognize the revenue on a gross basis. For certain of our agreements, the accompanying third-party delivered software assurance is recognized on a net basis when we are acting as an agent in these transactions. We defer costs to acquire contracts, including commissions, incentives and payroll taxes if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are amortized to sales and marketing expense over the contract term, generally over one to three years. We have elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. We include deferred contract acquisition costs in “Prepaid expenses and other current assets” in the condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, we deferred $147,306 and $136,417, respectively, of related contract acquisition costs. We recorded $7,441 and $52,065 in amortized deferred contract acquisition costs in the three and six months ended June 30, 2021, respectively. We recorded $5,502 and $18,897 in amortized deferred contract acquisition costs in the three and six months ended June 30, 2020, respectively. The following table summarizes net sales by revenue source (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Hardware and software $ 10,257 $ 11,975 $ 20,721 $ 26,050 Consumables 1,317 692 2,776 1,712 Professional services 3,595 2,986 7,744 6,178 $ 15,169 $ 15,653 $ 31,241 $ 33,940 Accounting Standards Adopted On January 1, 2021, we adopted ASU 2020-10, “ Codification Improvements On January 1, 2021, we adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” In March 2020, the FASB issued ASU No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848 Facilitation of the Effects of Reference Rate Reform on Financial Reporting Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates There are no other accounting standards that have been issued but not yet adopted that we believe could have a material impact on our consolidated financial statements. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisition | Note 3: Acquisition ExtenData Solutions, LLC On December 4, 2020, the Company entered into a Membership Unit Purchase Agreement and concurrently closed upon the acquisition of all of the issued and outstanding membership interests of ExtenData for $5,169,787. The consideration we paid was comprised of cash of $4,419,787 of which $169,787 and $4,250,000 was paid in March 2021 and December 2020, respectively, and an estimated earn-out obligation valued at $750,000, subject to the financial performance of ExtenData during each of the two years following the closing of the acquisition. The earn-out obligation is recorded in “Other liabilities” in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. Unaudited Pro Forma Information The following table presents the unaudited pro forma net sales and net income for the three and six months ended June 30, 2020 as if the ExtenData acquisition had been completed on January 1, 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Net sales $ 18,808 $ 40,249 Net income 1,066 2,147 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4: Intangible Assets Definitive lived intangible assets are as follows (in thousands): June 30, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Customer lists and relationships $ 5,690 $ (2,059 ) $ 3,631 $ 5,690 $ (1,663 ) $ 4,027 Trade names 1,000 (566 ) 434 1,000 (434 ) 566 Developed technology 70 (23 ) 47 70 (3 ) 67 Backlog 60 (60 ) - 60 (57 ) 3 $ 6,820 $ (2,708 ) $ 4,112 $ 6,820 $ (2,157 ) $ 4,663 Amortization expense recognized during the three and six months ended June 30, 2021 was $0.3 million and $0.6 million, respectively. Amortization expense recognized during the three and six months ended June 30, 2020 was $0.2 million and $0.3 million, respectively. Amortization expense is calculated on an accelerated basis. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Note 5: Net Income Per Share Basic net income per common share is computed by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted net income per share is calculated similarly to basic per share amounts, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For periods in which there is a net loss, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive. Below is a reconciliation of the fully dilutive securities effect for the three and six months ended June 30, 2021 and 2020 (in thousands, except per share data): Three Months Ended Six Months Ended 2021 2020 2021 2020 Net income attributable to common stockholders $ 170 $ 1,015 $ 1,503 $ 2,044 Weighted average basic common shares outstanding 13,882 13,576 13,826 13,576 Dilutive effect of stock options, warrants and restricted stock 902 2,066 1,468 2,066 Weighted average shares for diluted earnings per share 14,784 15,642 15,294 15,642 Basic income per share $ 0.01 $ 0.07 $ 0.11 $ 0.15 Diluted income per share $ 0.01 $ 0.06 $ 0.10 $ 0.13 |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2021 | |
Lineof Credit [Abstract] | |
Line of Credit | Note 6: Line of Credit PWBF Line of Credit The amended and restated credit agreement with Pacific Western Business Finance (“PWBF”) provided a line of credit of $10 million with a maturity date of September 2023. Outstanding amounts incurred interest at the prime rate plus 1.25% with a floor of 4.75% (4.75% at June 30, 2021 and December 31, 2020) and was secured by substantially all of our assets. As of June 30, 2021, availability under the line of credit was $6.5 million, which is determined from a borrowing base calculation on our existing accounts receivable balance. As of June 30, 2021, we had no outstanding borrowings under the line of credit, and as of December 31, 2020, we had $1.2 million outstanding under the line of credit. Effective on July 30, 2021, the amended and restated credit agreement between us and PWBF was terminated. The credit agreement with PWBF was terminated in connection with the Company entering into a new credit facility with MUFG Union Bank, National Association as described below. No pre-payment penalty was paid in connection with the termination of the credit agreement with PWBF. MUFG Union Bank Line of Credit On July 30, 2021, we entered into a Loan and Security Agreement (the “Loan Agreement”) with MUFG Union Bank, National Association (the “Bank”). The Loan Agreement provides for a revolving line of credit of up to $9.0 million with our obligations being secured by a security interest in substantially all of our assets. Loans extended to us under the Loan Agreement are scheduled to mature on July 31, 2024. Interest and Fees Loans under the Loan Agreement with an outstanding balance of at least $150,000 bear interest, at our option, at a base interest rate equal to the London Interbank Offered Rate (“LIBOR”) plus 2.50% or a base rate equal to an index offered by the Bank for the interest period selected and is payable at the on the last day of each month commencing on August 31, 2021. If the LIBOR rate is selected, the interest rate on the loans adjusts at the end of each LIBOR rate period (1, 2, 3, 6, or 12 month term) selected by us. All other loan amounts bear interest at a rate equal to an index rate determined by the Bank, which shall vary when the index rate changes. We have the right to prepay variable interest rate loans, in whole or in part at any time, without penalty or premium. Amounts outstanding with a base interest rate may be prepaid in whole or in part provided we have given the Bank written notice of at least five days prior to prepayment and pay a prepayment fee. At any time prior to the maturity date, we may borrow, repay and reborrow amounts under the Loan Agreement, subject to the prepayment terms, and as long as the total outstanding does not exceed $9.0 million. The Loan Agreement requires a commitment fee of 0.25% per year, payable quarterly and in arrears, on any unused portion of the line of credit. Covenants Under the Loan Agreement, we are subject to a variety of customary affirmative and negative covenants, including that we (i) achieve a net profit of not less than $1.0 million at the end of each fiscal year, (ii) maintain a ratio of total debt to EBITDA of not greater than 3.0:1.0 measured at the end of each quarter, and (iii) not realize a net loss for more than two consecutive quarters. The Loan Agreement also prohibits us from, or otherwise imposes restrictions on us with respect to, among other things, liquidating, dissolving, entering into any consolidation, merger, division, partnership, or other combination, selling or leasing a majority of our assets or business or purchase or lease all or the greater part of the assets or business of another entity or person. |
Term Debt
Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Term Debt | Note 7: Term Debt The following table sets forth our outstanding term debt (in thousands): Maturity Date June 30, December 31, EIDL promissory note August 27, 2051 $ 150 $ 150 PWBF PPP loan May 4, 2022 — 471 PWBF PPP loan April 20, 2022 — 740 Total long-term debt $ 150 $ 1,361 PWBF PPP Loans On April 20, 2020 and May 4, 2020, we received $740,000 and $471,000, respectively, in proceeds from loans from PWBF, which were granted pursuant to the Paycheck Protection Program of the Coronavirus Aid Relief and Economic Security Act (collectively, the “PPP Loans”). Under the terms of the PPP Loans, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral of payments for three months and with a term of two years. Principal payments are due and payable in 18 consecutive payments beginning on November 1, 2020 in the amount of $41,437 for the PPP Loan received on April 20, 2020 and $26,374 beginning on December 1, 2020 for the PPP Loan received on May 4, 2020. The CARES Act provides for forgiveness of up to the full amount borrowed, subject to certain conditions, and based on the use of proceeds for qualifying expenses including payroll, benefits, rent and utilities. We used the entire PPP Loan proceeds for qualifying expenses. In December 2020, we applied for loan forgiveness, including principal and accrued interest as permitted by the CARES Act. Principal and interest payments due under the PPP Loans were deferred until the review and approval of any forgiveness is made by the Small Business Administration (“SBA”). We accounted for the PPP Loans under the ASC 740 debt model. In February and March 2021, we received SBA notices of forgiveness of the PPP Loans in whole, including all accrued interest to date. As a result, we recorded a gain on extinguishment of debt of $1.2 million in the first quarter of 2021. EIDL Promissory Note On August 27, 2020, we received $150,000 in connection with a promissory note from the SBA under the Economic Injury Disaster Loan (“EIDL”) program pursuant to the CARES Act. Under the terms of the EIDL promissory note, interest accrues on the outstanding principal at an interest rate of 3.75% per annum and with a term of 30 years with equal monthly payments of principal and interest of $731 beginning on August 27, 2021. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants [Abstract] | |
Warrants | Note 8: Warrants The following table summarizes information about our outstanding common stock warrants as of June 30, 2021: Date Strike Total Total Weighted Issued Expiration Price Exercisable (in thousands) Price Warrants - Common Stock Jun-18 Jun-23 $ 0.50 633,600 $ 317 Warrants - Common Stock Oct-18 Oct-23 0.70 52,500 37 686,100 $ 354 $ 0.52 On February 3, 2021, the common stock warrants issued by the Company in September 2016 were fully exercised by all of the holders on a cashless basis. As a result of the cashless exercise, 303,008 shares of common stock were issued. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 9: Share-Based Compensation Under our amended 2014 Equity Incentive Plan (the “2014 Plan”), 2,200,000 shares of our common stock are reserved for issuance under the plan. Under the 2014 Plan, common stock incentives may be granted to our officers, employees, directors, consultants, and advisors (and prospective directors, officers, managers, employees, consultants and advisors) and our affiliates can acquire and maintain an equity interest in us, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the our common stock. The 2014 Plan permits us to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and other stock bonus awards and performance compensation awards. The 2014 Plan is administered by the Compensation Committee, which determines recipients and the number of shares subject to the awards, the exercise price and the vesting schedule. The term of stock options granted under the 2014 Plan cannot exceed ten years. Options shall not have an exercise price less than 100% of the fair market value of our common stock on the grant date, and generally vest over a period of five years. If the individual possesses more than 10% of the combined voting power of all classes of our stock, the exercise price shall not be less than 110% of the fair market of a share of common stock on the date of grant. The following table summarizes stock option activity for the six months ended June 30, 2021: Stock Grant Date Weighted Aggregate (in years) ($ in thousands) Outstanding at January 1, 2021 895,463 $ 0.98 Granted 437,500 1.63 Forfeited or expired (8,206 ) 11.46 Exercised (2,500 ) 0.94 Outstanding at June 30, 2021 1,322,257 $ 1.13 2.5 $ 1,233 Exercisable at June 30, 2021 850,876 $ 0.92 1.4 $ 971 Share-based compensation cost is measured at the grant date based on the fair value of the award. The fair values of stock options granted during the six months ended June 30, 2021 were estimated using the Black-Scholes option-pricing model with the following assumptions: Weighted average grant-date fair value per option granted $ 0.75 Expected option term 3.0 years Expected volatility factor 70.0 % Risk-free interest rate 0.19 % Expected annual dividend yield — We estimate expected volatility using historical volatility of common stock of our peer group over a period equal to the expected life of the options. The expected term of the awards represents the period of time that the awards are expected to be outstanding. We considered expectations for the future to estimate employee exercise and post-vest termination behavior. We do not intend to pay common stock dividends in the foreseeable future, and therefore have assumed a dividend yield of zero. The risk-free interest rate is the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term of the awards. As of June 30, 2021, there was $0.3 million of total unrecognized share-based compensation related to unvested stock options. These costs have a weighted average remaining recognition period of 2.4 years. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 10: Contingencies Litigation From time to time, we are subject to litigation incidental to the conduct of our business. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in our opinion, individually or in the aggregate, no such lawsuits are expected to have a material effect on our condensed consolidated financial position or results of operations. Concentrations One customer accounted for approximately 15% of consolidated net revenues during the six months ended June 30, 2021. No other customer accounted for more than 10% of consolidated net revenues. Trade accounts receivable from three customers represented approximately 19%, 12% and 11% of net consolidated receivables at June 30, 2021. No other customer accounted for more than 10% of net consolidated receivables. While we believe our relationships with such customers are stable, most arrangements are made by purchase order and are terminable at will by either party. A significant decrease or interruption in business from our significant customers could have a material adverse effect on our business, financial condition and results of operations. Financial instruments that potentially expose us to a concentration of credit risk principally consist of accounts receivable. We sell product to a large number of customers in many different geographic regions. To minimize credit risk, we perform ongoing credit evaluations of its customers’ financial condition. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements of DecisionPoint Systems, Inc. and its subsidiaries on the accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of DecisionPoint Systems, Inc. and its wholly owned subsidiaries, DecisionPoint Systems International (“DPSI”), DecisionPoint Systems Group, Inc. (“DPS Group”), RDS and ExtenData. ExtenData was acquired on December 4, 2020, and as such, has been consolidated into our financial position and results of operations beginning December 5, 2020. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted from these interim financial statements as permitted by SEC rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in our Special Financial Report on Form SP 15D2 for the years ended December 31, 2020 and 2019. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of results to be expected for the full fiscal year. |
COVID-19 | COVID-19 COVID-19 and the response to the virus have negatively impacted economic activity in many sectors. The potential future economic impacts of COVID-19, while uncertain, could materially adversely impact the Company’s results of operations. The financial related impact and duration of the pandemic cannot be reasonably estimated at this time. |
Operating Segments | Operating Segments Under the Financial Accounting Standards Board Accounting Standards Codification 280-10, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles, if the segments have similar characteristics, and if the segments are similar in each of the following areas: (i) the nature of products and services, (ii) the nature of the production processes, (iii) the type or class of customer for their products and services, and (iv) the methods used to distribute their products or provide their services. We believe each of the Company’s segments meet these criteria as they provide similar products and services to similar customers using similar methods of production and distribution. Because we believe each of the criteria set forth above has been met and each of the Company’s segments has similar characteristics, we aggregate results of operations in one reportable operating segment. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. |
Revenue Recognition | Revenue Recognition We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied. We combine contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. We estimate the amount of total contract consideration we expect to receive for variable arrangements by determining the most likely amount we expect to earn from the arrangement based on the expected quantities of services we expect to provide, and the contractual pricing based on those quantities. We only include some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. We consider the sensitivity of the estimate, our relationship and experience with our client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue. We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to our clients. Unbilled receivables are recorded when we have an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients, or receive customer cash payments, in advance of performing the related services under the terms of a contract. Remaining performance obligations represent the transaction price allocated to the performance obligations that are unsatisfied as of the end of each reporting period. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation. As of June 30, 2021, the total aggregate transaction price allocated to the unsatisfied performance obligations was approximately $9.3 million, of which approximately $6.5 million is expected to be recognized over the next 12 months. As of December 31, 2020, the total aggregate transaction price allocated to the unsatisfied performance obligations was approximately $7.8 million, of which $1.7 million and $3.3 million in performance obligations were satisfied in the three and six months ended June 30, 2021, respectively. Hardware, consumables, and software products - Revenues from software license sales are recognized as a single performance obligation on a gross basis as we are acting as a principal in these transactions at the point the software license is delivered to the customer. Generally, software licenses are sold with accompanying third-party delivered software assurance, which allows customers to upgrade, at no additional cost, to the latest technology if new capabilities are introduced during the period that the software assurance is in effect. In most instances, we determined that the accompanying third-party delivered software assurance is critical or essential to the core functionality of the software license because we do not sell the software license and standard warranty on a standalone basis (which indicates that the customer cannot benefit from the software license and standard warranty on its own), the software license and the standard warranty are not separately identifiable, the software license assurance warranty are inputs of a combined item in the contract, the assurance warranty and software license are highly interdependent and interrelated because the core functionality of the license is dependent on the assurance warranty, and our promise to provide the assurance warranty that is necessary for the software license to continue to provide significant benefit to the customer. As a result, the software license and the accompanying third-party delivered software assurance are recognized as a single performance obligation. We consider several factors to determine whether we are acting as a principal or an agent, including whether we are the primary obligor to the customer, have established our own pricing and have inventory and credit risks. Our internally developed software solution generates SaaS revenues from implementation, training and subscription fees. The initial term of the SaaS agreements is generally one year. The subscription fees are recognized over the subscription period. The implementation fees are necessary and integral for the customer to utilize the software. As such, the implementation fees are deferred and amortized over the subscription period. We also offer third-party SaaS subscriptions to our customers. The third-party subscriptions are recognized on a net basis as we are acting as an agent in these transactions, whereas our internally developed software solution offering is recognized on a gross basis. We leverage drop-ship shipments with many of our partners and suppliers to deliver hardware and consumable products to our clients without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-ship arrangements on a gross basis as the principal in the transaction when the product is received by the client because we control the product prior to transfer to the client. We also assume primary responsibility for the fulfillment in the arrangement, we assume inventory risk if the product is returned by the client, we set the price of the product charged to the client, we assume credit risk for nonpayment by our customer, and we work closely with clients to determine their hardware specifications. Professional services Maintenance services We generally act as the principal in the transaction as the primary obligor for fulfillment in the arrangement, we set the price of the service charged to the customer, and we assume credit risk for the amounts invoiced. In addition, we manage back-end warranties, service contracts and repairs for multiple products and suppliers. We leverage our knowledge base of mobility best practices by consolidating multiple supplier’s maintenance requirements under a single point in contact through us. Our internal support team assists our customers first by performing an initial technical triage to determine the source of the problem including, but not limited to, physical damage and software issues and whether they can be handled remotely by the client or returned for repair. Further, we receive the returned products, confirm that the equipment is operational or not, either repair or refurbish the equipment internally or return it to the manufacturer directly to repair. We then obtain the product turn back from the manufacturer and either send it back out to a specific customer location or place in a customer’s spare pool. As a result, we recognize the revenue on a gross basis. For certain of our agreements, the accompanying third-party delivered software assurance is recognized on a net basis when we are acting as an agent in these transactions. We defer costs to acquire contracts, including commissions, incentives and payroll taxes if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are amortized to sales and marketing expense over the contract term, generally over one to three years. We have elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. We include deferred contract acquisition costs in “Prepaid expenses and other current assets” in the condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, we deferred $147,306 and $136,417, respectively, of related contract acquisition costs. We recorded $7,441 and $52,065 in amortized deferred contract acquisition costs in the three and six months ended June 30, 2021, respectively. We recorded $5,502 and $18,897 in amortized deferred contract acquisition costs in the three and six months ended June 30, 2020, respectively. The following table summarizes net sales by revenue source (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Hardware and software $ 10,257 $ 11,975 $ 20,721 $ 26,050 Consumables 1,317 692 2,776 1,712 Professional services 3,595 2,986 7,744 6,178 $ 15,169 $ 15,653 $ 31,241 $ 33,940 |
Accounting Standards Adopted | Accounting Standards Adopted On January 1, 2021, we adopted ASU 2020-10, “ Codification Improvements On January 1, 2021, we adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” In March 2020, the FASB issued ASU No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848 Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates There are no other accounting standards that have been issued but not yet adopted that we believe could have a material impact on our consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of revenue source | Three Months Ended Six Months Ended 2021 2020 2021 2020 Hardware and software $ 10,257 $ 11,975 $ 20,721 $ 26,050 Consumables 1,317 692 2,776 1,712 Professional services 3,595 2,986 7,744 6,178 $ 15,169 $ 15,653 $ 31,241 $ 33,940 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Unaudited pro forma net sales and net income | Three Months Ended June 30, Six Months Ended June 30, Net sales $ 18,808 $ 40,249 Net income 1,066 2,147 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of definitive lived intangible assets | June 30, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Customer lists and relationships $ 5,690 $ (2,059 ) $ 3,631 $ 5,690 $ (1,663 ) $ 4,027 Trade names 1,000 (566 ) 434 1,000 (434 ) 566 Developed technology 70 (23 ) 47 70 (3 ) 67 Backlog 60 (60 ) - 60 (57 ) 3 $ 6,820 $ (2,708 ) $ 4,112 $ 6,820 $ (2,157 ) $ 4,663 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the fully dilutive securities effect | Three Months Ended Six Months Ended 2021 2020 2021 2020 Net income attributable to common stockholders $ 170 $ 1,015 $ 1,503 $ 2,044 Weighted average basic common shares outstanding 13,882 13,576 13,826 13,576 Dilutive effect of stock options, warrants and restricted stock 902 2,066 1,468 2,066 Weighted average shares for diluted earnings per share 14,784 15,642 15,294 15,642 Basic income per share $ 0.01 $ 0.07 $ 0.11 $ 0.15 Diluted income per share $ 0.01 $ 0.06 $ 0.10 $ 0.13 |
Term Debt (Tables)
Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding term debt | Maturity Date June 30, December 31, EIDL promissory note August 27, 2051 $ 150 $ 150 PWBF PPP loan May 4, 2022 — 471 PWBF PPP loan April 20, 2022 — 740 Total long-term debt $ 150 $ 1,361 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants [Abstract] | |
Schedule of outstanding common stock warrants | Date Strike Total Total Weighted Issued Expiration Price Exercisable (in thousands) Price Warrants - Common Stock Jun-18 Jun-23 $ 0.50 633,600 $ 317 Warrants - Common Stock Oct-18 Oct-23 0.70 52,500 37 686,100 $ 354 $ 0.52 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Stock Grant Date Weighted Aggregate (in years) ($ in thousands) Outstanding at January 1, 2021 895,463 $ 0.98 Granted 437,500 1.63 Forfeited or expired (8,206 ) 11.46 Exercised (2,500 ) 0.94 Outstanding at June 30, 2021 1,322,257 $ 1.13 2.5 $ 1,233 Exercisable at June 30, 2021 850,876 $ 0.92 1.4 $ 971 |
Schedule of the summary of fair value using the Black-Scholes option pricing model | Weighted average grant-date fair value per option granted $ 0.75 Expected option term 3.0 years Expected volatility factor 70.0 % Risk-free interest rate 0.19 % Expected annual dividend yield — |
Description of Business (Detail
Description of Business (Details) | Dec. 31, 2020 | Jun. 30, 2018 |
Royce Digital Systems, Inc [Member] | ||
Description of Business (Details) [Line Items] | ||
Ownership percentage | 100.00% | |
ExtenData Solutions, LLC [Member] | ||
Description of Business (Details) [Line Items] | ||
Ownership percentage | 100.00% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Number of operating segments | 2 | ||||
Number of reportable segment | 1 | ||||
Unsatisfied performance obligations | $ 9,300 | $ 9,300 | |||
Total aggregate transaction price | 6,500 | $ 7,800 | |||
Performance obligations | 1,700 | $ 3,300 | |||
Incremental and recoverable costs customer contract term | 1 year | ||||
Related contract acquisition costs | 147,306 | $ 147,306 | $ 136,417 | ||
Amortized deferred contract acquisition costs | $ 7,441 | $ 5,502 | $ 52,065 | $ 18,897 | |
Minimum [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue related service contract agreement term | 1 year | ||||
Sales and marketing expense contract term | 1 year | ||||
Maximum [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue related service contract agreement term | 3 years | ||||
Sales and marketing expense contract term | 3 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenue source - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenue source [Line Items] | ||||
Net sales | $ 15,169 | $ 15,653 | $ 31,241 | $ 33,940 |
Hardware and software [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenue source [Line Items] | ||||
Net sales | 10,257 | 11,975 | 20,721 | 26,050 |
Consumables [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenue source [Line Items] | ||||
Net sales | 1,317 | 692 | 2,776 | 1,712 |
Professional services [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenue source [Line Items] | ||||
Net sales | $ 3,595 | $ 2,986 | $ 7,744 | $ 6,178 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | Dec. 04, 2020 | Jun. 30, 2021 |
ExtenData Solutions, LLC [Member] | ||
Acquisition (Details) [Line Items] | ||
Membership interest | $ 5,169,787 | |
Royce Digital Systems, Inc. [Member] | ||
Acquisition (Details) [Line Items] | ||
Business acquisition earnout obligation, description | The consideration we paid was comprised of cash of $4,419,787 of which $169,787 and $4,250,000 was paid in March 2021 and December 2020, respectively, and an estimated earn-out obligation valued at $750,000, subject to the financial performance of ExtenData during each of the two years following the closing of the acquisition. |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of Unaudited pro forma net sales and net income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Schedule of Unaudited pro forma net sales and net income [Abstract] | ||
Net sales | $ 18,808 | $ 40,249 |
Net income | $ 1,066 | $ 2,147 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expenses | $ 0.3 | $ 0.2 | $ 0.6 | $ 0.3 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of definitive lived intangible assets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 6,820 | $ 6,820 |
Accumulated Amortization | (2,708) | (2,157) |
Net Amount | 4,112 | 4,663 |
Customer lists and relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 5,690 | 5,690 |
Accumulated Amortization | (2,059) | (1,663) |
Net Amount | 3,631 | 4,027 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 1,000 | 1,000 |
Accumulated Amortization | (566) | (434) |
Net Amount | 434 | 566 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 70 | 70 |
Accumulated Amortization | (23) | (3) |
Net Amount | 47 | 67 |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 60 | 60 |
Accumulated Amortization | (60) | (57) |
Net Amount | $ 3 |
Net Income Per Share (Details)
Net Income Per Share (Details) - Schedule of reconciliation of the fully dilutive securities effect - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of reconciliation of the fully dilutive securities effect [Abstract] | ||||
Net income attributable to common stockholders | $ 170 | $ 1,015 | $ 1,503 | $ 2,044 |
Weighted average basic common shares outstanding | 13,882 | 13,576 | 13,826 | 13,576 |
Dilutive effect of stock options, warrants and restricted stock | $ 902 | $ 2,066 | $ 1,468 | $ 2,066 |
Weighted average shares for diluted earnings per share | 14,784 | 15,642 | 15,294 | 15,642 |
Basic income per share | $ 0.01 | $ 0.07 | $ 0.11 | $ 0.15 |
Diluted income per share | $ 0.01 | $ 0.06 | $ 0.10 | $ 0.13 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Line of Credit (Details) [Line Items] | ||
Line of credit | $ 10,000,000 | |
Interest rate | 1.25% | |
Line of credit bears interest rate, percentage | 4.75% | 4.75% |
Aggregate amount of credit facility | $ 6,500,000 | |
Outstanding borrowings | $ 1,200,000 | |
Outstanding balance | 150,000 | |
Total outstanding | $ 9,000,000 | |
Commitment fee | 0.25% | |
Loans amounts, description | (i) achieve a net profit of not less than $1.0 million at the end of each fiscal year, (ii) maintain a ratio of total debt to EBITDA of not greater than 3.0:1.0 measured at the end of each quarter, and (iii) not realize a net loss for more than two consecutive quarters. | |
MUFG Union Bank Line of Credit [Member] | ||
Line of Credit (Details) [Line Items] | ||
Line of credit | $ 9,000,000 | |
LIBOR [Member] | ||
Line of Credit (Details) [Line Items] | ||
Offered rate | 2.50% |
Term Debt (Details)
Term Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Aug. 27, 2021 | Aug. 27, 2020 | Jun. 30, 2021 | May 04, 2020 | Apr. 20, 2020 | |
Term Debt (Details) [Line Items] | |||||
Gain on extinguishment of debt | $ 1,211 | ||||
PWBF PPP Loans [Member] | |||||
Term Debt (Details) [Line Items] | |||||
Principal amount | $ 471,000 | $ 740,000 | |||
Description of loans | the terms of the PPP Loans, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral of payments for three months and with a term of two years. Principal payments are due and payable in 18 consecutive payments beginning on November 1, 2020 in the amount of $41,437 for the PPP Loan received on April 20, 2020 and $26,374 beginning on December 1, 2020 for the PPP Loan received on May 4, 2020. | ||||
EIDL Promissory Note [Member] | |||||
Term Debt (Details) [Line Items] | |||||
Principal amount | $ 150,000 | ||||
Interest rate | 3.75% | ||||
Maturity term | 30 years | ||||
EIDL Promissory Note [Member] | Subsequent Event [Member] | |||||
Term Debt (Details) [Line Items] | |||||
Interest amount | $ 731 |
Term Debt (Details) - Schedule
Term Debt (Details) - Schedule of outstanding term debt - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
EIDL promissory note [Member] | ||
Term Debt (Details) - Schedule of outstanding term debt [Line Items] | ||
Maturity Date | Aug. 27, 2051 | |
Line of credit | $ 150 | $ 150 |
PWBF PPP loan [Member] | ||
Term Debt (Details) - Schedule of outstanding term debt [Line Items] | ||
Maturity Date | May 4, 2022 | |
Line of credit | 471 | |
PWBF PPP loan One [Member] | ||
Term Debt (Details) - Schedule of outstanding term debt [Line Items] | ||
Maturity Date | Apr. 20, 2022 | |
Line of credit | 740 | |
Total long-term debt | $ 150 | $ 1,361 |
Warrants (Details)
Warrants (Details) - shares shares in Thousands | Jun. 30, 2021 | Feb. 03, 2021 | Dec. 31, 2020 |
Warrants [Abstract] | |||
Common stock Issued | 13,882 | 303,008 | 13,576 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of outstanding common stock warrants $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Total Warrants Outstanding and Exercisable | shares | 686,100 |
Total Exercise Price | $ | $ 354 |
Weighted Average Exercise Price | $ / shares | $ 0.52 |
Warrants - Common Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Date Issued | 2018-06 |
Date Expiration | 2023-06 |
Strike Price | $ / shares | $ 0.50 |
Total Warrants Outstanding and Exercisable | shares | 633,600 |
Total Exercise Price | $ | $ 317 |
Warrants - Common Stock One [Member] | |
Class of Warrant or Right [Line Items] | |
Date Issued | 2018-10 |
Date Expiration | 2023-10 |
Strike Price | $ / shares | $ 0.70 |
Total Warrants Outstanding and Exercisable | shares | 52,500 |
Total Exercise Price | $ | $ 37 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Share-Based Compensation (Details) [Line Items] | ||
Percentage of exercise price to fair market value of common stock | 100.00% | |
Vest term | 5 years | |
Percentage of voting power | 10.00% | |
Fair market share of common stock | 110.00% | |
Unrecognized share related to unvested stock options | $ 0.3 | |
Weighted average remaining recogniition period | 2 years 4 months 24 days | |
2014 Equity Incentive Plan (the “2014 Plan”) [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Number of shares issuance | 2,200,000 | |
Term of stock option granted | 10 years |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of stock option activity $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Outstanding, Stock options | shares | 895,463 |
Outstanding, Grant Date Weighted Average Exercise Price | $ / shares | $ 0.98 |
Granted, Stock options | shares | 437,500 |
Granted, Grant Date Weighted Average Exercise Price | $ / shares | $ 1.63 |
Forfeited or expired Stock options | shares | (8,206) |
Forfeited or expired Grant Date Weighted Average Exercise Price | $ / shares | $ 11.46 |
Exercised, Stock options | shares | (2,500) |
Exercised, Grant Date Weighted Average Exercise Price | $ / shares | $ 0.94 |
Outstanding, Stock options | shares | 1,322,257 |
Outstanding, Grant Date Weighted Average Exercise Price | $ / shares | $ 1.13 |
Outstanding, Weighted Average Remaining Contractual Life | 2 years 6 months |
Outstanding, Aggregate Intrinsic Value | $ | $ 1,233 |
Exercisable, Stock options | shares | 850,876 |
Exercisable, Grant Date Weighted Average Exercise Price | $ / shares | $ 0.92 |
Exercisable, Weighted Average Remaining Contractual Life | 1 year 4 months 24 days |
Exercisable, Aggregate Intrinsic Value | $ | $ 971 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of the summary of fair value using the Black-Scholes option pricing model | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Schedule of the summary of fair value using the Black-Scholes option pricing model [Abstract] | |
Weighted average grant-date fair value per option granted (in Dollars per share) | $ 0.75 |
Expected option term | 3 years |
Expected volatility factor | 70.00% |
Risk-free interest rate | 0.19% |
Expected annual dividend yield |
Contingencies (Details)
Contingencies (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Receivable [Member] | |
Contingencies (Details) [Line Items] | |
Concentration risk percentage | 10.00% |
One Customer [Member] | |
Contingencies (Details) [Line Items] | |
Concentration risk percentage | 15.00% |
One Customer [Member] | Accounts Receivable [Member] | |
Contingencies (Details) [Line Items] | |
Concentration risk percentage | 19.00% |
Other Customer [Member] | |
Contingencies (Details) [Line Items] | |
Concentration risk percentage | 10.00% |
Two customer [Member] | Accounts Receivable [Member] | |
Contingencies (Details) [Line Items] | |
Concentration risk percentage | 12.00% |
Three customers [Member] | Accounts Receivable [Member] | |
Contingencies (Details) [Line Items] | |
Concentration risk percentage | 11.00% |