Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Vislink Technologies, Inc. | |
Entity Central Index Key | 0001565228 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,878,780 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 3,123 | $ 1,737 |
Accounts receivable, net | 4,063 | 6,714 |
Inventories, net | 9,532 | 7,674 |
Prepaid expenses and other current assets | 964 | 660 |
Total current assets | 17,682 | 16,785 |
Right of use assets, operating leases | 1,616 | 1,925 |
Property and equipment, net | 1,849 | 1,972 |
Intangible assets, net | 2,155 | 2,922 |
Total assets | 23,302 | 23,604 |
Current liabilities | ||
Accounts payable | 3,339 | 6,784 |
Accrued expenses | 1,873 | 1,912 |
Notes payable | 96 | 339 |
Current portion of PPP loan | 424 | |
Operating lease obligations, current | 324 | 821 |
Due to related parties | 505 | |
Customer deposits and deferred revenue | 1,593 | 2,821 |
Derivative liabilities | 29 | 30 |
Total current liabilities | 7,678 | 13,212 |
Long-term portion of PPP loan | 744 | |
Operating lease obligations, net of current portion | 1,279 | 1,163 |
Total liabilities | 9,701 | 14,375 |
Commitments and contingencies (See Note 10) | ||
Stockholders' equity | ||
Preferred stock - $0.00001 par value per share: 10,000,000 shares authorized as of September 30, 2020, and December 31, 2019; -0- shares issued and outstanding as of September 30, 2020, and December 31, 2019 | ||
Common stock - $0.00001 par value per share, 100,000,000 shares authorized, 17,160,808 and 3,594,548 shares issued and 17,158,149 and 3,591,889 outstanding as of September 30, 2020 and December 31, 2019, respectively | ||
Additional paid-in capital | 274,187 | 261,871 |
Accumulated other comprehensive income | 264 | 207 |
Treasury stock, at cost - 2,659 shares at September 30, 2020, and December 31, 2019, respectively | (277) | (277) |
Accumulated deficit | (260,573) | (252,572) |
Total stockholders' equity | 13,601 | 9,229 |
Total liabilities and stockholders' equity | $ 23,302 | $ 23,604 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,160,808 | 3,594,548 |
Common Stock, shares outstanding | 17,158,149 | 3,591,889 |
Treasury stock, shares | 2,659 | 2,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,778 | $ 5,007 | $ 16,138 | $ 20,565 |
Cost of revenue and operating expenses | ||||
Cost of components and personnel | 3,257 | 2,968 | 8,505 | 10,611 |
Inventory valuation adjustments | 195 | 223 | 244 | 312 |
General and administrative expenses | 3,200 | 5,329 | 12,721 | 16,062 |
Research and development expenses | 616 | 799 | 1,831 | 2,591 |
Gain on lease termination | (21) | |||
Amortization and depreciation | 337 | 586 | 1,094 | 1,763 |
Total cost of revenue and operating expenses | 7,605 | 9,905 | 24,374 | 31,339 |
Loss from operations | (2,827) | (4,898) | (8,236) | (10,774) |
Other income (expense) | ||||
Changes in fair value of derivative liabilities | 82 | 281 | 1 | 954 |
Gain (loss) on conversion of debentures | 15 | (33) | ||
Gain on settlement of related party obligations | 331 | |||
Other income (expense) | 5 | 5 | ||
Interest expense, net | (53) | (393) | (102) | (1,807) |
Total other income (expense) | 34 | (97) | 235 | (886) |
Net loss | $ (2,793) | $ (4,995) | $ (8,001) | $ (11,660) |
Basic and diluted loss per share | $ (0.17) | $ (2.41) | $ (0.61) | $ (12.77) |
Weighted average number of shares outstanding: | ||||
Basic and diluted | 16,296,000 | 2,070,000 | 13,084,000 | 913,000 |
Comprehensive loss: | ||||
Net loss | $ (2,793) | $ (4,995) | $ (8,001) | $ (11,660) |
Unrealized gain (loss) on currency translation adjustment | (192) | 81 | 57 | 82 |
Comprehensive loss | $ (2,985) | $ (4,914) | $ (7,944) | $ (11,578) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 244,562 | $ 275 | $ (22) | $ (234,525) | $ 10,290 | ||
Balance, shares at Dec. 31, 2018 | 312,950 | ||||||
Net loss | (11,660) | (11,660) | |||||
Unrealized loss on currency translation adjustment | 82 | 82 | |||||
Issuance of common stock in connection with: Payments made in stock (payroll and consultants) | 66 | 66 | |||||
Issuance of common stock in connection with: Payments made in stock (payroll and consultants), shares | 8,474 | ||||||
Issuance of common stock in connection with: Compensation awards previously accrued | 123 | 123 | |||||
Issuance of common stock in connection with: Compensation awards previously accrued, shares | 3,272 | ||||||
Issuance of common stock in connection with: Conversion of amounts due to related parties | 31 | 31 | |||||
Issuance of common stock in connection with: Conversion of amounts due to related parties, shares | 2,078 | ||||||
Issuance of common stock in connection with: Underwriting equity raise, net of offering costs | 10,803 | 10,803 | |||||
Issuance of common stock in connection with: Underwriting equity raise, net of offering costs, shares | 258,333 | ||||||
Issuance of common stock in connection with: Exercise of common stock warrants | 174 | 174 | |||||
Issuance of common stock in connection with: Exercise of common stock warrants, shares | 749,950 | ||||||
Issuance of common stock in connection with: Exercise of cashless common stock warrants | |||||||
Issuance of common stock in connection with: Exercise of cashless common stock warrants, shares | 999,317 | ||||||
Issuance of common stock in connection with: Conversion of principal and accrued interest on convertible promissory notes | 529 | 529 | |||||
Issuance of common stock in connection with: Conversion of principal and accrued interest on convertible promissory notes, shares | 54,822 | ||||||
Reclassification of derivative liabilities in connection with the exercise of common stock warrants | 24 | 24 | |||||
Purchase of treasury stock | (255) | (255) | |||||
Stock-based compensation | 1,703 | 1,703 | |||||
Balance at Sep. 30, 2019 | 258,015 | 357 | (277) | (246,185) | 11,910 | ||
Balance, shares at Sep. 30, 2019 | 2,389,196 | ||||||
Balance at Jun. 30, 2019 | 246,190 | 276 | (22) | (241,190) | 5,254 | ||
Balance, shares at Jun. 30, 2019 | 375,955 | ||||||
Net loss | (4,995) | (4,995) | |||||
Unrealized loss on currency translation adjustment | 81 | 81 | |||||
Issuance of common stock in connection with: Underwriting equity raise, net of offering costs | 10,803 | 10,803 | |||||
Issuance of common stock in connection with: Underwriting equity raise, net of offering costs, shares | 258,333 | ||||||
Issuance of common stock in connection with: Exercise of common stock warrants | 174 | 174 | |||||
Issuance of common stock in connection with: Exercise of common stock warrants, shares | 749,950 | ||||||
Issuance of common stock in connection with: Exercise of cashless common stock warrants | |||||||
Issuance of common stock in connection with: Exercise of cashless common stock warrants, shares | 999,317 | ||||||
Issuance of common stock in connection with: Conversion of principal and accrued interest on convertible promissory notes | 30 | 30 | |||||
Issuance of common stock in connection with: Conversion of principal and accrued interest on convertible promissory notes, shares | 5,641 | ||||||
Reclassification of derivative liabilities in connection with the exercise of common stock warrants | 24 | 24 | |||||
Purchase of treasury stock | (255) | (255) | |||||
Stock-based compensation | 794 | 794 | |||||
Balance at Sep. 30, 2019 | 258,015 | 357 | (277) | (246,185) | 11,910 | ||
Balance, shares at Sep. 30, 2019 | 2,389,196 | ||||||
Balance at Dec. 31, 2019 | 261,871 | 207 | (277) | (252,572) | 9,229 | ||
Balance, shares at Dec. 31, 2019 | 3,594,548 | ||||||
Net loss | (8,001) | (8,001) | |||||
Unrealized loss on currency translation adjustment | 57 | 57 | |||||
Issuance of common stock in connection with: Underwriting equity raise, net of offering costs | 11,571 | 11,571 | |||||
Issuance of common stock in connection with: Underwriting equity raise, net of offering costs, shares | 4,464,338 | ||||||
Issuance of common stock in connection with: Exercise of common stock warrants | 11 | 11 | |||||
Issuance of common stock in connection with: Exercise of common stock warrants, shares | 3,829,885 | ||||||
Issuance of common stock in connection with: Exercise of cashless common stock warrants | |||||||
Issuance of common stock in connection with: Exercise of cashless common stock warrants, shares | 5,225,913 | ||||||
Issuance of common stock in connection with: Stock issuance commitments | 65 | 65 | |||||
Issuance of common stock in connection with: Stock issuance commitments, shares | 46,124 | ||||||
Stock-based compensation | 669 | 669 | |||||
Balance at Sep. 30, 2020 | 274,187 | 264 | (277) | (260,573) | 13,601 | ||
Balance, shares at Sep. 30, 2020 | 17,160,808 | ||||||
Balance at Jun. 30, 2020 | 272,727 | 456 | (277) | (257,780) | 15,126 | ||
Balance, shares at Jun. 30, 2020 | 16,103,613 | ||||||
Net loss | (2,793) | (2,793) | |||||
Unrealized loss on currency translation adjustment | (192) | (192) | |||||
Issuance of common stock in connection with: Underwriting equity raise, net of offering costs | 1,407 | 1,407 | |||||
Issuance of common stock in connection with: Underwriting equity raise, net of offering costs, shares | 1,056,838 | ||||||
Issuance of common stock in connection with: Exercise of common stock warrants | |||||||
Issuance of common stock in connection with: Exercise of common stock warrants, shares | 44 | ||||||
Issuance of common stock in connection with: Exercise of cashless common stock warrants | |||||||
Issuance of common stock in connection with: Exercise of cashless common stock warrants, shares | 313 | ||||||
Issuance of common stock in connection with: Stock issuance commitments | |||||||
Stock-based compensation | 53 | 53 | |||||
Balance at Sep. 30, 2020 | $ 274,187 | $ 264 | $ (277) | $ (260,573) | $ 13,601 | ||
Balance, shares at Sep. 30, 2020 | 17,160,808 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows used in operating activities | ||
Net loss | $ (8,001) | $ (11,660) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Gain on lease termination | (21) | |
Gain on settlement of related party obligations | (331) | |
Stock-based compensation | 669 | 1,703 |
Payment made in stock (payroll and consultants) | 66 | |
Stock issuance commitments | 65 | 190 |
Provision for bad debt | 294 | 120 |
Inventory valuation adjustments | 244 | 312 |
Amortization of right of use assets, operating assets | 404 | 586 |
Depreciation and amortization | 1,094 | 1,763 |
Change in fair value of derivative liabilities | (1) | (954) |
Loss on conversion of debentures | 33 | |
Amortization of debt discount | 63 | |
Changes in assets and liabilities | ||
Accounts receivable | 2,295 | 1,152 |
Inventory | (2,208) | (285) |
Prepaid expenses and other current assets | (103) | (189) |
Accounts payable | (3,255) | (81) |
Accrued expenses and interest expense | (12) | 452 |
Operating lease liabilities | (454) | (533) |
Deferred revenue and customer deposits | (1,203) | 945 |
Due to related parties | (174) | 173 |
Net cash used in operating activities | (10,698) | (6,144) |
Cash flows used in investing activities | ||
Payment for purchase of treasury stock | (24) | |
Cash used in for property and equipment | (227) | (357) |
Net cash used in investing activities | (227) | (381) |
Cash flows provided in financing activities | ||
Proceeds received from equity financings | 12,584 | 11,996 |
Costs incurred in connection with equity financing | (1,013) | (1,193) |
Proceeds from the exercise of common stock warrants | 11 | 174 |
Principal payments in connection with working capital financing note | (108) | |
Principal payments made on convertible promissory notes | (5,951) | |
Principal payments made on D&O notes payable | (348) | |
Proceeds received from PPP loan | 1,168 | |
Net cash provided in financing activities | 12,294 | 5,026 |
Effect of exchange rate changes on cash | 17 | (1) |
Net increase (decrease) in cash | 1,386 | (1,500) |
Cash, beginning of period | 1,737 | 2,005 |
Cash, end of period | 3,123 | 505 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 104 | 1,756 |
Cash paid during the period for income taxes | ||
Supplemental disclosure of non-cash information: | ||
Notes payable recognized on D&O Insurance policy (Note 4) | 213 | |
Reclassification of derivative liabilities to stockholders' equity upon the exercise of warrants | 24 | |
Financing encumbered in treasury stock purchased | 249 | |
Common stock issued in connection with: Services previously accrued | 123 | |
Common stock issued in connection with: Settlement of amounts due to related parties | 31 | |
Common stock issued in connection with: Settlement of principal and interest due on convertible promissory notes | 529 | |
ROU assets and operating lease obligations recognized (Note 5): | ||
Operating lease assets recognized | 628 | 2,899 |
Less: non-cash changes to operating lease assets amortization | (404) | |
Less: non-cash changes to operating lease assets lease termination | (533) | |
Total non-cash disclosures of ROU assets | (309) | 2,899 |
Operating lease liabilities recognized | 628 | 2,955 |
Less: non-cash changes to operating lease liabilities amortization | (454) | |
Less: non-cash changes to operating lease liabilities lease termination | (553) | |
Total non-cash disclosures operating lease obligations | $ (379) | $ 2,955 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Vislink is a global technology business specializing in the collection, delivery, and management of high quality, live video and associated data from the scene of the action to the viewing screen. For the broadcast markets, Vislink provides solutions for the collection of live news, sports, and entertainment events. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using a variety of tailored transmission products. The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience to the areas of a terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems, to deliver a broad spectrum of customer solutions. LIVE BROADCAST: Vislink delivers an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions encompass the video collection, transmission, management, and distribution of content, via microwave, satellite, cellular, IP, and MESH networks. With over 50 years in operation, Vislink has the expertise and technology portfolio to deliver fully integrated, seamless, end-to-end solutions. Vislink’s live broadcast solutions are well known across the industry. A vast majority of all outside wireless broadcast video content is transmitted using our equipment, with more than 200,000 systems installed worldwide. We work closely with the majority of the world’s broadcasters. Vislink wireless cameras and ultra-compact encoders help bring many of the world’s most prestigious sporting and entertainment events to life. Recent examples include globally watched international sporting contests, award shows, racing events, and annual music and cultural events. MILITARY AND GOVERNMENT: Building on our knowledge of live video delivery, Vislink has developed high-quality solutions to meet the operational and industry challenges of the surveillance and defense markets. Vislink solutions are specifically designed with interagency cooperation in mind, utilizing a common international protocol, or IP, platform, and a web interface for video delivery. Vislink provides comprehensive video, audio, and data communications solutions to the law enforcement and public safety community, including Airborne, Unmanned Systems, Maritime and Tactical Mobile Command Posts. These solutions may include airborne downlinks, terrestrial point-to-point, tactical mobile command, maritime, UAV, and personal portable products that meet the demands of field operations, command centers, and central receiving sites. Short-range and long-range solutions are available in areas that include established infrastructure as well as extremely remote areas, helping to make valuable video intelligence available regardless of location. Vislink public safety and surveillance solutions are deployed worldwide, including throughout the US, Europe, and the Middle East, at the local, regional, and federal levels of operation, for criminal investigation, crisis management, mobile command posts, and field operations. SATELLITE COMMUNICATIONS: Vislink’s satellite solutions are supported by more than 30 years of technical expertise. These solutions aim to ensure robust, secure communications while delivering low transmission costs for any organization that needs high quality, reliable satellite transmission. Vislink offers turnkey solutions that begin with a state-of-the-art coding, compression, and modulation engines and end with our robust, lightweight antenna systems. Vislink Satellite solutions focus heavily on being the smallest, lightest, and most efficient in their categories, making transportation and ease of use a key driver in the customer experience. Vislink offers an extensive range of satellite designs that allow customers to optimize bit rate, size, weight, and total cost. Our satellite systems are used extensively across the globe, with over 2,000 systems deployed by governments, militaries, and broadcasters alike. Basis of Presentation The accompanying unaudited condensed consolidated financial statements are prepared under the United States generally accepted accounting principles (“US GAAP”) for interim financial information and following the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements. They should be read in conjunction with the consolidated financial statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the United States Securities and Exchange Commission (the “SEC”) on April 1, 2020. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of September 30, 2020, the results of its operations and cash flows for the nine months ended September 30, 2020, and 2019. Such adjustments are of a routine recurring nature. The results of operations for the nine months ended September 30, 2020, may not be indicative of results for a full year, any other interim period or any future year period. Principles of Consolidation The preparation of the accompanying financial statements conforms with US GAAP, as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the SEC. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, IMT and Vislink. Upon consolidation, the elimination of all intercompany accounts and transactions took place among the consolidated entities. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements. These estimates also affect the reported amounts of revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s condensed consolidated financial statements include the useful lives of property, plant, and equipment, impairment of long-lived assets, allowance for accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities. Actual results could differ from estimates, and any such differences may be material to our financial statements. We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities. There have been no new or material changes to the accounting estimates discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, that are of significance, or potential significance, to the Company. Risks and Uncertainties The Company’s operations will be subject to significant risks and uncertainties, including financial, operational, regulatory, and other risks associated, including the potential risk of business failure. The recent global COVID-19 outbreak has caused an economic crisis, and the extent of the impact of this pandemic on the Company’s business is highly uncertain and difficult to predict, as this virus continues to grow, and state and local governments work to control this outbreak. Any economic disruption could have a disadvantageous material effect on our business and reduce our capital resources and access to capital, with possible unfavorable implications on our financial condition and results of operations. Policymakers around the globe have responded with fiscal policy actions to support their industries and economies, but the magnitude and overall effectiveness of these interventions remain uncertain. We cannot give assurances that the COVID-19 pandemic will not in the future materially impact the Company’s financial condition, or that any initiatives or programs that the Company may undertake, if any, as of the date of the issuance of these unaudited condensed consolidated financial statements will prove effective in mitigating any negative impacts from COVID-19. Also, we cannot provide assurances that the COVID-19 public health effort will not be intensified to such an extent, particularly in response to any resurgence in infections, that would prevent us from conducting any business operations in our target markets or at all for an indefinite period. The Company can give no assurance that a material impact on the Company’s financial condition has not resulted or will not result in the future, particularly as the state, local and international restrictions impacting our business continues to evolve. Impairment of Long-Lived Assets Management usually evaluates indefinite-lived intangible assets for impairment annually during the fourth quarter or more frequently if an event occurs, or circumstances change (“triggering events”) that would be more likely than not reduce the fair value of a reporting unit or intangible asset below its carrying value. As a result of the significant impact the COVID-19 pandemic has had on the Company’s operations, we analyzed these triggering events affecting our customers and target markets in early May 2020. We record impairment losses for long-lived assets used in our business, including right-of-use operating lease assets, if the asset’s carrying amount is not recoverable when the estimated undiscounted cash flows expected to result from the use of an asset and its eventual disposition is less than the carrying amount. As part of the Company’s impairment analysis, the fair value of a reporting unit is determined using both the income and market approaches. The income approach requires management to estimate a number of factors for each reporting unit, including the projected future operating results, economic projections, anticipated future cash flows and discount rates considering the impact of COVID-19, among other potential consequences. The market approach estimates fair value using comparable marketplace fair value data from a similar industry grouping. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions, including the impact of COVID-19, could have a significant effect on either the fair value of the reporting units and indefinite-lived intangibles, including right-of-use operating lease assets and indefinite-lived intangible impairment charges. These estimates can be affected by several factors including, but not limited to, the impact of COVID-19, its severity, duration and its impact on global economies, general economic conditions as well as its impact on our operating results and financial conditions. The Company will continue to monitor these potential impacts, including the effects of COVID-19 and economic, industry and market trends and the impact these may have on our operations. The Company did not note any impairment for the three and nine months ended September 30, 2020, and 2019. Inventories The Company records inventory at the lower of cost, on a first-in, first-out basis, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory valuation adjustments are on the face of the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2020, and 2019. Revenue Recognition We account for the Company’s operating results under ASC Topic 606 adopted on January 1, 2019. It is a comprehensive revenue recognition model that requires revenue to be recognized when the Company transfers control of the promised goods or services to our customers at an amount that reflects the consideration that we expect to receive. The application of ASC Topic 606 requires us to use more judgment and make more estimates than under previously issued guidance. The Company generates all its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised goods or services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, 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, we satisfy a performance obligation. At contract inception, the Company assesses the goods and services promised in our contracts with customers and identifies a performance obligation for each. To determine the performance obligations, the Company considers all the products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration we expect to receive in exchange for transferring goods and services. Excluded from income are the value-added sales taxes, and other charges we collect concurrent with revenue-producing activities. Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. Leases We determine if an arrangement is a lease at inception. We recognize lease expense for lease payments on a straight-line basis over the lease term. The Company includes operating leases as ROU assets as “Right of use assets, operating leases” in the consolidated balance sheets. For lease liabilities, operating lease liabilities are included in “Operating lease obligations, current” and “Operating lease liabilities, net of current portion,” in the consolidated balance sheets. We recognize Operating lease ROU assets and liabilities on the commencement date based on the present value of lease payments for all leases with a term longer than 12 months. There is no separation of lease and non-lease components for all our contracts of real estate. The ROU assets and related lease liabilities recorded under ASC 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”), defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a comparable economic environment. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rates based on an analysis of prior collateralized borrowings over similar terms of the lease payments at the commencement date, to estimate the IBR under ASC 842. There were no capital leases, which are now titled “finance leases” under ASC 842, in the Company’s lease portfolio as of September 30, 2020. Stock-Based Compensation The Company accounts for stock compensation with persons classified as employees for accounting purposes following ASC 718 “Compensation-Stock Compensation,” which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common stock issued for services is determined based on the Company’s stock price on the date of issuance. Under ASU 2018-07, the scope of Topic 718 was expanded to include share-based payment transactions for acquiring goods and services from non-employees. Equity-classified non-employee share-based payment awards are no longer measured at the earlier of the date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, they are now measured at the grant date. Non-employee share-based payment awards with performance conditions are measured at the lowest aggregate fair value under today’s guidance, which often results in zero value. ASU 718 aligns the accounting for non-employee share-based payment awards with performance conditions with accounting for employee share-based payment awards under Topic 718 by requiring entities to consider the probability of satisfying performance conditions. Current guidance requires entities to use the contractual term for the measurement of the non-employee share-based payment awards. ASU 718 allows entities to make an award-by-award election to use either the expected term (consistent with employee share-based payment awards) or the contractual term for non-employee awards Loss Per Share The Company reports loss per share under ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. The calculation of basic loss per share of common stock divides the net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period, without consideration of common stock equivalents. The diluted loss per share calculation adjusts the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants for the period as determined using the treasury stock method. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss. The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands): Nine months Ended September 30, 2020 2019 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 178 97 Warrants 61 192 239 289 Fair Value of Financial Instruments GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments that are recognized or unrecognized in the consolidated balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, based on estimates of market conditions and risks existing at the time. For specific instruments, including accounts receivable and accounts payable, the Company estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs consist of items that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1 – Quoted prices in active markets for identical assets or liabilities, there are no fair valued assets or liabilities classified under Level 1 as of September 30, 2020. Level 2 – Observable prices that are based on inputs not quoted on active markets but corroborated by market data, there are no fair valued assets or liabilities classified under Level 2 as of September 30, 2020. Level 3 – Unobservable inputs are used when little or no market data is available; the fair value hierarchy gives the lowest priority to Level 3 inputs (see Note 9). Foreign Currency and Other Comprehensive (Loss)/Income The functional currency of our foreign subsidiary is typically the applicable local currency, which is British Pounds. The translation from the respective foreign currency to United States Dollars (US Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using an average exchange rate during the period. Included as a separate component of accumulated other comprehensive (loss)/income are gains or losses resulting from such translation. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered to be a long-term investment, which is accumulated and credited or charged to other comprehensive income. We recognize transaction gains and losses in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company includes, as a component of general and administrative expenses, the foreign currency exchange gains and losses in the accompanying Unaudited Condensed Consolidated Statements of Operations. The Company has recognized foreign exchanges gains and losses and changes in accumulated comprehensive income approximately as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net foreign exchange transactions: Gains (Losses) $ 414,000 $ (315,000 ) $ (245,000 ) $ (356,000 ) Accumulated comprehensive income: Unrealized gains (losses) on currency translation adjustment $ (192,000 ) $ 81,000 $ 57,000 $ 82,000 The Company uses OANDA, a Canadian-based foreign exchange company and website providing currency conversion, as a source of quotes of exchange rates adopted for the foreign exchange transactions. Below are the applicable translation rates applied on amounts from British Pounds into United States dollars for the respective periods: ● As of September 30, 2020 – British Pounds $1.270857 to US Dollars $1.00. ● The average rate for the nine months ended September 30, 2020 – British Pounds $1.287060 to US Dollars $1.00. Subsequent Events See Note 14 for subsequent events occurring after the date of these consolidated financial statements. Recently Issued Accounting Principles In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASC on its consolidated financial statements. Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 9 Months Ended |
Sep. 30, 2020 | |
Liquidity And Financial Condition | |
Liquidity and Financial Condition | 2 — LIQUIDITY AND FINANCIAL CONDITION The Company incurred a loss from operations of approximately $8.2 million and cash used in operating activities of $10.7 million for the nine months ended September 30, 2020. The Company had approximately $10.0 million in working capital, $260.6 million in accumulated deficits, and $3.1 million of cash on hand as of September 30, 2020. Additionally, as of November 9, 2020, our cash on hand is approximately $6.7 million. The COVID-19 pandemic and related economic repercussions have created significant uncertainty. To mitigate any concern that the Company may not have the ability to continue as a going concern, the Company began taking liquidity preservation actions designed to dismiss doubt about our potential to fund operations. Strategic Initiatives The Company began taking liquidity preservation actions in late March and early April including: ● Implementation of proactive spending reductions to improve liquidity, including a partial workforce reduction, the furlough of employees, reduced discretionary spending, resulting in a projected annual savings of approximately $5.0 million in fiscal 2020. ● Effective May 1, 2020, the Company entered into new lease arrangements at two new locations in Hackettstown, NJ, on a 90-day cycle for each site, effectively lowering rental fees by approximately 81%. Paycheck Protection Program (“PPP”) and Liquidity Further, we benefited from the support afforded to us under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which has provided temporary relief related to maintaining payroll and some overhead expenses through the period of emergency. The stated goal is to keep workers paid and employed during the period of the crisis. The Company received approximately $1.2 million on April 10, 2020, under the sponsorship of PPP, in the form of a promissory note, as discussed further in Note 5. Capital-raising events During the past nine months, the Company has been able to raise funds as follows successfully: ● On February 14, 2020, the Company closed on an equity financing and received gross proceeds of approximately $5,998,000, less offering costs of $560,000 for net proceeds of $5,438,000. The Company issued 2,074,167 shares of common stock, 2,074,167 warrants to purchase 1,555,625 shares of Common Stock, 2,471,200 pre-funded warrants with each pre-funded warrant exercisable for one share of Common Stock, together with 2,471,200 Warrants to purchase 1,853,400 shares of Common Stock. ● On May 5, 2020, the Company filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) and declared effective on May 13, 2020. For the nine months ending September 30, 2020, the Company issued 2,390,171 shares of common stock and received gross proceeds of approximately $6,586,000, less offering costs of $301,000 for net proceeds of $6,285,000. ● As described in Note 14 (Subsequent Events), the Company raised approximately $5,274,000 between October 1, 2020, and November 12, 2020. Together, with the capital raises, the PPP loan, and the Company-wide protocols invoked as a result of the worldwide consequences encountered from the COVID-19 health emergency, and based on forward-looking estimates of our business operations and results, we believe we will have sufficient funds to continue our operations for at least twelve months from the date of these financial statements. The ability to recognize revenue and ultimately cash receipts is contingent upon, but not limited to, acceptable performance of the delivered equipment and services. There may be material impairments in our asset’s carrying value if we are incapable of closing on planned revenue-producing opportunities in the near term. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 3 — INTANGIBLE ASSETS Intangible assets consist of the following finite assets: Patents and Licenses Trade Names and Technology Customer Relationships Accumulated Accumulated Accumulated Costs Amortization Costs Amortization Costs Amortization Net Balance as of December 31, 2019 $ 12,378,000 $ (10,504,000 ) $ 1,450,000 $ (690,000 ) $ 2,880,000 $ (2,592,000 ) $ 2,922,000 Additions — — — — — — — Amortization — (502,000 ) — (168,000 ) — (97,000 ) (767,000 ) Balance as of September 30, 2020 $ 12,378,000 $ (11,006,000 ) $ 1,450,000 $ (858,000 ) $ 2,880,000 $ (2,689,000 ) $ 2,155,000 Patents and Licenses: The Company amortizes filed patents and licenses over their useful lives, ranging between 19.8 to 20 years. The amortization of the costs incurred by processing provisional patents and pending applications begins after determining it is successfully reviewed and filed. Other Intangible Assets: The Company amortizes these other intangible assets over their estimated useful lives of 3 to 15 years. The prior acquisition of the Company’s subsidiaries, IMT and Vislink, created these intangible assets of trade names, technology, and customer lists. The Company has recognized net capitalized intangible costs as follows: September 30, December 31, 2020 2019 Patents and Licenses $ 1,372,000 $ 1,874,000 Trade Names and Technology 592,000 760,000 Customer Relationships 191,000 288,000 $ 2,155,000 $ 2,922,000 The Company has recognized the amortization of intangible assets as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Patents and Licenses $ 169,000 $ 168,000 $ 502,000 $ 500,000 Trade Names and Technology 57,000 56,000 168,000 167,000 Customer Relationships 10,000 221,000 97,000 656,000 $ 236,000 $ 445,000 $ 767,000 $ 1,323,000 The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 3.3 years. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years: Period ending September 30, 2021 $ 707,000 2022 881,000 2023 184,000 2024 119,000 2025 119,000 Thereafter 145,000 $ 2,155,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 — NOTES PAYABLE The table below represents the Company’s notes payable as of September 30, 2020, and December 31, 2019: Principal 9/30/20 12/31/19 Effective as of September 27, 2019, the Board of Directors of the Company consented to assume the remaining balance of a note held by a former related party MB Technology Holdings, LLC (“MBTH”). MBTH originally borrowed funds for the benefit of the Company with the proceeds forwarded to the Company reflecting due to a related party, ultimately converted into shares. The note matures on September 18, 2020, with an annual interest rate of 8.022% and it was satisfied in full on September 21, 2020. Interest expense for the three months and nine months ending September 30, 2020, is approximately $4,000 and $18,500, respectively. Interest expense for the three months and nine months ending September 30, 2019 was $-0-. $ — $ 231,000 On October 2, 2019, the Company’s subsidiary, Integrated Microwave Technology (“IMT”), incurred a working capital loan of $150,000, with an annual interest rate of 1.9%, maturing on April 24, 2020. IMT has made approximately $108,000 in principal payments and the working capital loan has been satisfied in full. Interest expense for the three months and nine months ending September 30, 2020, was approximately $6,000 and $37,000, respectively. Interest expense for the three months and nine months ending September 30, 2019, was $-0-. — 108,000 On April 13, 2020, the Company entered into a D & O insurance policy agreement for a $250,000 premium less a down payment of approximately $38,000, financing the remaining balance of approximately $230,000. The loan’s terms are for nine months at a 5.95% annual interest rate at a monthly principal and interest payment of approximately $25,000. The Company has made principal payments of approximately $70,000, and interest expense for the three months and nine months ending September 30, 2020, is $3,400- and $4,600. Interest expense for the three months and nine months ending September 30, 2019, $-0-. 96,000 -0- $ 96,000 $ 339,000 |
Payroll Protection Program Loan
Payroll Protection Program Loan | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Payroll Protection Program Loan | NOTE 5 – PAYROLL PROTECTION PROGRAM LOAN On April 5, 2020, we entered into a promissory note with Texas Security Bank, according to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan matures on April 5, 2022 and bears interest at a rate of 1.0% per annum. Monthly amortized principal and interest payments are deferred for nine months after the date of disbursement, commencing on November 5, 2020. On April 10, 2020, we received approximately $1,168,000 in loan proceeds. The PPP Loan contains events of default and other provisions customary for a loan of this type. The Payroll Protection Program provides that (1) the use of PPP Loan amount shall be limited to certain qualifying expenses, (2) 100 percent of the principal amount of the loan is guaranteed by the Small Business Administration and (3) an amount up to the full principal amount may qualify for loan forgiveness following the terms of CARES Act. The amount to be forgiven is indeterminate as of the issuance date of these financial statements. As of September 30, 2020, the Company was in full compliance with all covenants concerning the PPP Loan. Management is treating the governmental grant under Topic ASC 470. The Company has recognized a liability for the full amount of the proceeds received. Any amount forgiven falls under ASC 405-20 and would be treated as a gain on loan extinguishment on the statement of operations. The PPP proceeds are cash inflows from financing activities on the statement of cash flows. Any amounts forgiven are a non-cash financing activity. The summary of the principal balance of the PPP Loan as of September 30, 2020, is as follows: 9/30/20 12/31/19 Total PPP Loan $ 1,168,000 $ — Less: current portion (744,000 ) — Long-term portion $ 394,000 $ — |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 6 — LEASES The Company’s leasing arrangements include office space, deployment sites, and storage warehouses, both domestically and internationally. The operating leases contain various terms and provisions, with one month to 4.5 years remaining. Certain individual leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. We recognize rent expense for these types of contracts on a straight-line basis over the minimum lease term. Additionally, the Company sublets a portion of its space under operating leases with a remaining lease term of approximately one month at our Hemel location. The following represents lease activity for the nine months ending September 30, 2020: Billerica, MA On January 20, 2020, the Company terminated its former lease agreement and removed approximately $904,000 of Right-Of-Use Assets; $553,000 of Operating Lease Liabilities;$371,000 of Accumulated Amortization on the Operating Lease from the Consolidated Balance Sheet; and recognized a lease termination gain of approximately $21,000 in the Consolidated Statement of Operations and Comprehensive Loss as of September 30, 2020, under ASC Topic 842. On January 24, 2020, the Company negotiated a new lease agreement with the landlord at our Billerica location, decreasing square footage required to 8,204 from 39,327 square feet or approximately 79%. The new lease agreement’s effective date is on March 24, 2020, with a reduced monthly obligation expiring on December 31, 2026. The new lease resulted in approximately $15,300 (62%) in savings per month. The Company recognized approximately $546,000 of Right of Use Assets and Operating lease obligations, respectively, for the new lease under ASC Topic 842. Hackettstown, New Jersey On April 28, 2020, the Company negotiated two new leases for office and storage space, which expired on April 29, 2020. We negotiated the previous multi-year lease agreement to a one-year term with the new lease agreement’s effective date stated as May 1, 2020, expiring on April 30, 2021. Singapore On July 3, 2020, the Company negotiated a new lease agreement with the landlord, maintaining 950 square feet. The new lease agreement’s effective date is August 10, 2020, with a reduced monthly obligation expiring on August 9, 2023. The new lease resulted in approximately $400 (14%) in saving per month. The Company recognized approximately $82,000 of Right of Use Assets and Operating lease obligations, respectively, for the new lease under ASC Topic 842. As of September 30, 2020, ROU Assets and lease liabilities were approximately $1.62 million, net, and $1.61 million ($0.33 million of which is current), respectively. The weighted-average remaining term for lease contracts was 4.7 years on September 30, 2020, with maturity dates ranging from October 2020 to December 2026. The weighted-average discount rate was 9.4% on September 30, 2020. Adjustments for straight-line rental expense for the respective periods was not material. As such, the majority of costs recognized is reflected in cash used in operating activities for the respective periods. This expense consisted primarily of payments for base rent on office and warehouse leases. Amounts related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. Besides, we have the right, but no obligation, to renew individual leases for various renewal terms. The following table illustrates specific operating lease data for the three months and nine months ending September 30, 2020, and 2019: The following table illustrates approximate specific operating lease data for the three months and nine months ending September 30, 2020, and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Lease cost: Operating lease cost $ 159,000 $ 245,000 $ 524,000 $ 847,000 Short-term lease cost 218,000 — 362,000 53,000 Variable lease cost — — — — Sublease income (22,000 ) (78,000 ) (89,000 ) (178,000 ) Total lease cost $ 355,000 $ 167,000 $ 797,000 $ 722,000 Cash paid for amounts in lease liabilities: Operating cash flows from operating leases $ 579,000 $ 850,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 628,000 $ 2,899,000 Weighted-average remaining lease term—operating leases 4.7 years 3.6 years Weighted-average discount rate—operating leases 9.4 % 9.3 % Maturities of our operating lease liabilities were as follows as of September 30, 2020: Amount 2021 $ 458,000 2022 421,000 2023 384,000 2024 362,000 2025 235,000 Thereafter 135,000 Total undiscounted operating lease payments 1,995,000 Less: amount representing an imputed interest 389,000 Total present value of operating lease liabilities 1,606,000 Less: Current operating lease liabilities 325,000 Non-current operating lease liabilities $ 1,281,000 Sublets: 2020 $ 7,000 2021 — $ 7,000 The table below lists the location and lease expiration date from 2020 through 2026: Location Lease-End Date Approximate Future Payments Colchester, UK – Waterside House Mar 2025 $ 1,170,000 Hemel, UK Oct 2020 14,000 Singapore Aug 2023 87,000 Anaheim, CA Jul 2021 26,000 Sarasota, FL Sep 2022 69,000 Billerica, MA Dec 2026 629,000 Sublets: Hemel, UK Oct 2020 $ 7,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 — RELATED PARTY TRANSACTIONS The Company executed an amended related party agreement with MB Merchant Group, LLC (“MBMG”) on February 25, 2020, agreeing to provide only the following services to the Company: ● to conduct merger and acquisition searches, negotiating and structuring deal terms and other related services in connection with suitable closing acquisitions for the Company, ● to seek and secure financing for the Company, except in those regions in which the Company had previously appointed a business representative to explore such opportunities exclusively, subject in each case to prior approval by the Company’s Chief Executive Officer on a case-by-case basis. MBMG will no longer provide strategic planning and financial structuring services or technical consulting services, review patent applications, or provide consulting services concerning specific legal matters. Lastly, the Company negotiated the final settlement of a remaining balance due to MBMG of nearly $561,000 remitting approximately $230,000, recognizing a gain on settlement of related party obligations in the amount of $331,000. The following table represents a summary of related party transactions for the three and nine months ended September 30, 2020, and 2019: For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Consulting fees incurred, recurring $ — $ 150,000 $ 200,000 $ 450,000 Consulting fees incurred, non-recurring $ — $ 239,911 $ 120,000 $ 274,504 Common stock issued in satisfaction of amounts due: Quantity of shares issued — — — 12,469 Value of shares issued $ — $ — $ — $ 31,466 Amounts repaid to MBMG in cash $ — $ 250,000 $ *825,000 $ 551,000 *includes a final settlement in the amount of $230,000 The Company recorded fees incurred from related-party transactions in general and administrative expenses on the accompanying Consolidated Statements of Operations and included such payments due to related parties on the Consolidated Balance Sheet. The balances outstanding to MBMG on September 30, 2020, and December 31, 2019, were $-0- and $505,000, respectively. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 8 — DERIVATIVE LIABILITIES Under the guidance of ASC 815, Accounting for Derivative Instruments and Hedging Activities, the Company, identified common stock warrants in various offerings containing a net cash settlement provision whereby, upon certain fundamental events, the holders could put these warrants back to the Company for cash. We identified and classified the following transactions as derivative liabilities: warrants issued in connection with the August 2015 underwritten offering, the February 2016 Series B Preferred Stock Offering, the May 2016 financing, the July 2016 financing, the August 2017 underwritten offering, and the May 2018 Financing. The Company records derivative liabilities on its consolidated balance sheet at their fair value on the issuance date. We revalue the derivative liabilities on each subsequent balance sheet until exercised or expired, with any changes in the fair value between reporting periods recorded as other income or expense. The Company uses option pricing models and assumptions based upon the instruments’ characteristics on the valuation date. We use assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate to estimate these liabilities’ fair value. The following are the key assumptions that were used in connection with the valuation of the warrants exercisable into common stock as of September 30, 2020, and 2019: September 30, 2020 2019 Number of shares underlying the warrants 75,891 77,082 The fair market value of stock $ 1.36 $ 3.72 Exercise price $ 0.906 to $ 827.78 $ 6.00 to $ 144,000.00 Volatility 147% to 184 % 136% to 151 % Risk-free interest rate 0.12% to 0.15 % 1.53% to 1.78 % Expected dividend yield — — Warrant life (years) 0.6 to 2.7 0.3 to 3.7 Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant in measuring the liabilities’ fair value. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department. The Chief Financial Officer approves them. Level 3 Valuation Techniques: Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company deems financial instruments that do not have fixed settlement provisions to be derivative instruments. Under US GAAP, the fair value of these warrants is classified as a liability on the Company’s consolidated balance sheets because, according to the terms of the warrants, a fundamental transaction could give rise to an obligation of the Company to pay cash to its warrant holders. Such instruments do not have fixed settlement provisions and have also been recorded as derivative liabilities. Corresponding changes in the fair value of the derivative liabilities are recognized in earnings on the Company’s consolidated statements of operations in each subsequent period. The Company’s derivative liabilities are carried at fair value and were classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs. To calculate fair value, the Company uses a binomial model style simulation, as the standard Black-Scholes model would not capture the value of certain features of the warrant derivative liabilities. The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Beginning balance $ 111,000 $ 445,000 $ 30,000 $ 1,118,000 Re-classification to equity upon warrants exercised — (24,000 ) — (24,000 ) Change in fair value of derivative liabilities (82,000 ) (281,000 ) (1,000 ) (954,000 ) Ending balance $ 29,000 $ 140,000 $ 29,000 $ 140,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 — STOCKHOLDERS’ EQUITY Common Stock Issuances On February 14, 2020, the Compa n 2 , a r n a l e s a a m e t t e i e r t e t e s t e t a a i t a r o c During the nine months ended September 30, 2020, the C o ● Issued 2,390,171 shares of common stock and received gross proceeds of approximately $6,586,000, less offering costs of $301,000 for net proceeds of $6,285,000 under the Company’s shelf registration filed on May 5, 2020. ● Issued 3,829,885 shares of common stock upon warrant holders exercising 3,996,553 common stock warrants, receiving approxim a ● Issued 5,225,913 shares of common stock upon warrant holders exercising 6,967,883 public common stock warrants. ● Issued 46,124 shares of common stock in s a a m c i a ● Recognized approximately $669,000 of compens a t c e i a a a a Common stock warrants The Company granted 7,016,567 common stock warrants, warrant holders exercised 10,964,436 of their warrants, and 896 warrants expired during the nine months ended September 30, 2020. The weighted average exercise prices of warrants outstanding at September 30, 2020, is $83.40 with a weighted average remaining contractual life of 1.38 years. As of September 30, 2020, these outstanding warrants contained no intrinsic value. The following table sets forth common stock purchase warrants outstanding as of September 30, 2020: Weighted Quantity of Warrants (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 4,188,075 $ 6.60 Warrants granted 7,016,567 $ 0.90 Warrants exercised (10,964,436 ) $ (1.00 ) Warrants canceled/expired (896 ) $ (2,244.10 ) Outstanding, September 30, 2020 239,310 $ 83.40 Exercisable, September 30, 2020 239,310 $ 83.40 Common Stock Options The following tables illustrates approximate stock-based compensation data for the three months and nine months ending September 30, 2020, and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock-based compensation expense: Total amortization of stock options issued $ 19,000 $ 578,000 $ 592,000 $ 1,703,000 The following additional information represents employees plans on September 30, 2020: Weighted average remaining contractual life — options outstanding 6.79 years Weighted average remaining contractual life — options exercisable 6.69 years Remaining expense of stock-based compensation $ 45,000 Remaining amortization period 1.3 years Intrinsic value per share $ -0- The Company used the U.S. Treasury note’s rate over the expected term of the option for the risk-free rate. The expected term for employees represents the period that options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee options, the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on Nasdaq Capital Markets Exchange to the grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues over the options’ equivalent lives. The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. The weighted average fair value of options granted during the nine months ended September 30, 2020, and 2019 was $-0- and $22.20, respectively. As of September 30, 2020, the weighted average remaining contractual life was 6.79 years for options outstanding and 6.69 years for options exercisable, respectively. The intrinsic value of options exercisable on September 30, 2020, was $-0- per share. The compensation cost is measured based on an award’s fair value at the grant’s date for each option award. The Company uses the Black Scholes-Merton formula as a valuation technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and ends when the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the nine months ended September 30, 2020 2019 Exercise price $ — $ 22.20 Volatility — 149.22 % Risk-free interest rate — 2.68 % Expected dividend yield — 0 % Expected term (years) — 6 A summary of the status of the Company’s stock option plans on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 84,175 $ 88.98 Options granted — $ — Options exercised — $ — Options canceled/expired (23,083 ) $ (90.60 ) Outstanding, September 30, 2020 61,092 $ 88.33 Exercisable, September 30, 2020 57,065 $ 92.24 Common Stock Options — CEO Inducement Awards On January 22, 2020, the Company entered into an employment agreement with Carleton M. Miller in connection with his appointment as Chief Executive Officer of the Company, under which Mr. Miller received a time-based option and performance-based option. Mr. Miller received an inducement award of a time-based option to purchase 359,247 shares of the Company’s stock and a performance-based option to purchase 250,000 shares of the Company’s common stock, both under NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans, in each case to Mr. Miller’s continued employment by the Company on the applicable vesting date. Time Vested Options On January 22, 2020, as part of the CEO’s employment agreement, an inducement award of a ten-year, non-statutory option to purchase 359,247 shares of the Company stock was granted. The award has an exercise price of $0.285, vesting commencement date of January 22, 2020, expiration date of January 22, 2030, and the options vest as follows: 25% of such option shares shall vest on January 22, 2021; and, the remaining 75% will vest in substantially equal monthly installments over the thirty-six (36) month period after that, subject to the CEO’s continued employment by the Company on the applicable vesting date. For the time vested option award, the compensation cost is measured based on the fair value of an award at the date of the grant. The Company uses the Black Scholes-Merton formula as a valuation technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and ends when the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the nine months ended September 30, 2020 2019 Exercise price $ 1.71 $ — Volatility 153.02 % — Risk-free interest rate 1.57 % — Expected dividend yield 0 % — Expected term (years) 6.3 — The Company used the US Treasury note’s rate over the expected term of the option for the risk-free rate. The expected term for employees represents the period that options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee options, the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on Nasdaq Capital Markets Exchange to the grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives. The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. The weighted average fair value of options granted during the nine months ended September 30, 2020, and 2019 was $1.47 and $-0-, respectively. As of September 30, 2020, the weighted average remaining contractual life was 9.32 years for options outstanding and options exercisable, respectively. The intrinsic value of options exercisable on September 30, 2020, was $-0- per share. During the three and nine months ended September 30, 2020, the Company recorded approximately $24,000 and $65,000, respectively, as stock compensation expense from the amortization of time vested stock options. The Company did not recognize any costs during the fiscal year 2019. As of September 30, 2020, the remaining stock compensation expense is approximately $526,000, with 3.31 years remaining for the amortization period. A summary of the status of the Company’s time vested stock options for Mr. Miller on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 359,247 $ 1.65 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 359,247 $ 1.47 Exercisable, September 30, 2020 — $ — Performance-Based Options On January 22, 2020, as part of Mr. Miller’s employment agreement, an inducement award of a ten year, non-statutory, option to purchase 250,000 shares of the Company stock was granted. The award has an exercise price of $0.285, vesting commencement date of January 22, 2020, and the expiration date of January 22, 2030. The Option Shares will vest in three (3) equal tranches upon attainment of the following applicable performance conditions for each tranche, provided that the CEO remains in continuous employment with the Company through the applicable date of achievement of the performance conditions: ● Tranche 1: 83,333 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $6,000,000 accumulated over four consecutive fiscal quarters. ● Tranche 2: 83,333 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $15,000,000 accumulated over four consecutive fiscal quarters. ● Tranche 3: 83,333 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $23,000,000 accumulated over four consecutive fiscal quarters. Performance-Based Options For the performance-based options award, the compensation cost is measured based on the fair value of an award at the date of the grant. The Company uses the Black Scholes-Merton formula as a valuation technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and ends when the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the nine months ended September 30, 2020 2019 Exercise price $ 1.71 $ — Volatility 153.02 % — Risk-free interest rate 1.57 % — Expected dividend yield 0 % — Expected term (years) 6.5 — The Company used the US Treasury note’s rate over the expected term of the option for the risk-free rate. The expected term for employees represents the period that options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee options, the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on Nasdaq Capital Markets Exchange to the grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives. The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. The weighted average fair value of options granted during the nine months ended September 30, 2020, and 2019 was $1.65 and $-0-, respectively. As of September 30, 2020, the weighted average remaining contractual life was 9.32 years for both options outstanding and options exercisable. The intrinsic value of options exercisable on September 30, 2020, was $-0-. The probability of achieving any required metrics for vesting is inconclusive as of September 30, 2020. The unrecognized stock-based compensation expense for the performance-based award was approximately $414,000 as of September 30, 2020. When the Company determines that the remaining performance metrics’ achievement becomes probable, the Company will record a cumulative catch-up stock-based compensation amount. We will record any un-recognized costs over the remaining requisite service period of the awards. A summary of the status of the Company’s performance-based stock options for Mr. Miller on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 250,000 $ 1.65 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 250,000 $ 1.65 Exercisable, September 30, 2020 — $ — Common Stock Options — CFO Inducement Awards Time Vested Options On February 27, 2020, the Company entered into an employment agreement with Michael Bond in connection with his appointment as Chief Financial Officer of the Company, effective as of April 1, 2020. The Company granted an inducement award of a ten-year, non-statutory option to purchase 135,168 shares of the Company stock as part of the CFO’s employment agreement. The award has an exercise price of $0.96, vesting commencement date of April 1, 2020, expiration date of April 1, 2030, and the options vest as follows: 25% of such option shares shall vest on April 1, 2021; and, the remaining 75% will vest in substantially equal monthly installments over the thirty-nine (36) month period after that, subject to the CEO’s continued employment by the Company on the applicable vesting date. For the time vested option award, the compensation cost is measured based on an award’s fair value at the grant’s date. The Company uses the Black Scholes-Merton formula as a valuation technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and ends when the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the nine months ended September 30, 2020 2019 Exercise price $ 0.96 $ — Volatility 155 % — Risk-free interest rate 0.62 % — Expected dividend yield 0 % — Expected term (years) 6.3 — The Company used the US Treasury note’s rate over the expected term of the option for the risk-free rate. The expected term for employees represents the period that options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee options, the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on Nasdaq Capital Markets Exchange to the grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives. The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. The weighted average fair value of options granted during the nine months ended September 30, 2020, and 2019 was $0.84 and $-0-, respectively. As of September 30, 2020, the weighted average remaining contractual life was 9.51 years for options outstanding and options exercisable, respectively. The intrinsic value of options exercisable on September 30, 2020, was $0.52 per share. During the three and nine months ended September 30, 2020, the Company recorded approximately $10,000 as stock compensation expense. The Company did not recognize any costs during the fiscal year 2019. As of September 30, 2020, the remaining stock compensation expense is approximately $113,000, with 3.5 years remaining for the amortization period. A summary of the status of the Company’s time vested stock options for Mr. Bond on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 135,168 $ 0.91 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 135,168 $ 0.84 Exercisable, September 30, 2020 — $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 — COMMITMENTS AND CONTINGENCIES Legal: From time to time, the Company is subject to claims by third parties under various legal theories. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition, and cash flows. Under ASC Topic 450, the Company must accrue a loss contingency if the information is available before the financial statements’ issuance. A lawsuit filed by Hale Capital Partners, LP (“Hale”) against the Company on July 19, 2019 had alleged liability by the Company for Hale’s professional fees in connection with a canceled financing transaction in the amount of $140,000. The $140,000 was accrued and included in accrued expenses in the condensed consolidated balance sheet of September 30, 2020. As further described in Note 14, this matter with respect to Hale was settled in the amount of $50,000, and the Company does not expect to have further liability with respect to this matter. As of September 30, 2020, no other legal actions were pending that the Company expects to be material. Pension: At its discretion, the Company may make a matching contribution to the 401(k) plan in which its employees participate. We also have a Group Personal Plan in our UK Subsidiary, investing funds with Royal London. UK employees are entitled to join the plan to which the Company contributes varying amounts subject to status. Additionally, the Company operates a stakeholder pension scheme in the UK. The table below represents the Company’s matching contributions as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Company matching contributions - 401K Plan $ -0- $ -0- $ -0- $ -0- Company matching contributions - Group Personal Pension Plan, UK $ (34,000 ) $ 142,000 $ 44,000 $ 165,000 Nasdaq Compliance: On August 17, 2020, the Company received a letter from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Nasdaq staff determined that the Company regained compliance with the Nasdaq Capital Market minimum bid price requirement for continued listing outlined in Nasdaq Listing Rule 5550(a)(2). |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 11 — CONCENTRATIONS Customer concentration risk During the three and nine months ended September 30, 2020, no customer accounted for more than 10% of the Company’s total consolidated sales. During the three and nine months ended September 30, 2019, the Company did record sales of approximately $769,000 (14%) and $2,154,000 (11%), respectively, to a single customer above 10% of the Company’s total consolidated sales. For the period ended September 30, 2020, no customer accounted for more than 10% of the Company’s total accounts receivable. On September 30, 2019, one customer for approximately $1,075,000 (19%) accounted for more than 10% of the Company’s total accounts receivable. Vendor concentration risk During the three months ended September 30, 2020, one vendor has generated approximately $1,532,000 (76%) of the Company’s inventory purchases. During the nine months ended September 30, 2020, one vendor has generated approximately $2,615,000 (34%) of the Company’s consolidated inventory purchases, respectively. During the three months ended September 30, 2019, two vendors generated approximately $942,000 (21%) and $1,605,000 (35%) of the Company’s consolidated inventory purchases, respectively. During the nine months ended September 30, 2019, two vendors generated approximately $3,547,000 (29%) and $2,003,000 (16%) of the Company’s consolidated inventory purchases, respectively. On September 30, 2020, the Company recorded two vendor balances of approximately $821,000 (25%), and $494,000 (15%) of accounts payable over 10% of the Company’s consolidated accounts payable. On September 30, 2019, the Company recorded one vendor balance of approximately $1,380,000 (20%) of accounts payable over 10% of the Company’s consolidated accounts payable. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 12 – REVENUE The Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, revenue is disaggregated by primary geographical markets and revenue sources. Three Months Ending Nine Months Ending September 30, September 30, 2020 2019 2020 2019 Primary geographical markets: North America $ 2,698,000 $ 2,273,000 $ 6,853,000 $ 8,677,000 South America 11,000 97,000 79,000 185,000 Europe 1,169,000 1,248,000 5,912,000 5,877,000 Asia 731,000 927,000 1,567,000 4,465,000 Rest of World 169,000 462,000 1,727,000 1,361,000 $ 4,778,000 $ 5,007,000 $ 16,138,000 $ 20,565,000 Primary revenue source: Equipment sales $ 4,554,000 $ 4,702,000 $ 14,171,000 $ 18,290,000 Installation, integration, and repairs 162,000 276,000 1,478,000 1,685,000 Warranties 61,000 36,000 149,000 150,000 Other (See Note 13) 1,000 **(7,000 ) 340,000 440,000 $ 4,778,000 $ 5,007,000 $ 16,138,000 $ 20,565,000 Long-Lived Assets: United States $ 3,813,000 $ 5,136,000 United Kingdom 1,807,000 2,333,000 $ 5,620,000 $ 7,469,000 ** nd |
Rebates
Rebates | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Rebates | NOTE 13 — REBATES The amounts generated in Note 11 as part of Primary revenue source “other” resulted from rebates issued to the Company’s filing appropriate governmental forms related to the research costs incurred by our U.K. subsidiary in prior fiscal years. The Company expects to continue filing applicable rebate forms for the 2020 fiscal year but can provide no assurances that such rebates will be available in future financial periods at similar levels, or at all. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 — SUBSEQUENT EVENTS From October 1, 2020, to November 12, 2020, the Company: On October 23, 2020, the Company entered into a settlement agreement with Hale Capital Partners regarding an original obligation of $140,000 now settled for payment of $50,000, resulting in a gain on settlement of debt in the amount of $90,000. The Company issued 3,221,693 shares of common stock and received gross proceeds of approximately $5,274,000, less offering costs of $166,000 for net proceeds $5,108,000 under the May 5, 2020 shelf registration. The Company issued 48,148 shares of common stock as part of consulting agreements valued at $65,000. The determination of the fair value of the common stock is at the time of issuance. In November 2020, the Company implemented further reductions to its workforce and other operating expenditures. Management believes these efforts will improve the Company's current financial position and enhance its ability to meet future working capital requirements. Additional other cost-cutting measures are as follows: ● elimination of inventory related to discontinued product lines, ● the reduced usage and or the closure of individual facilities, and ● miscellaneous operational expenditures. During the fourth quarter of the fiscal year 2020, we expect further charges related to employee payroll, asset impairments, and facility expenses. On or about October 27, 2020, Harmony Licensing LLC (“Harmony”) filed a lawsuit in the United States District Court for the District of Delaware, alleging infringement by the Company of U.S. Patent No. RE42,219, entitled “MULTIPLE-INPUT MULTIPLE-OUTPUT (MIMO) SPREAD SPECTRUM SYSTEM AND METHOD.” The Company disputes Harmony’s claims and intends to defend the matter vigorously. Given the uncertainty of litigation and the preliminary stage of the proceeding, the Company cannot estimate the reasonably possible loss or range of losses, if any, that may result from this action. Accordingly, the Company has not established an accrual for potential losses, if any, that could result from an unfavorable outcome from this proceeding, and there can be no assurance that this matter will not result in material defense costs and/or judgments against the Company. In the event that a court ultimately determines that the Company infringes the asserted patent, the Company may be subject to substantial damages, which may include enhanced damages and/or an injunction against the Company. On or about October 30, 2020, the Company received notice that Macnica GmbH filed a lawsuit in Ingolstadt District Court in Germany, alleging that IMT Ltd., the UK subsidiary of the Company, had failed to pay for certain quantities of semiconductor products and seeking damages of approximately $1.043 million, plus interest and attorneys’ fees. The Company disputes these claims and intends to defend the matter vigorously. Given the uncertainty of litigation and the preliminary stage of the proceeding, the Company cannot estimate the reasonably possible loss or range of losses, if any, that may result from this action. Accordingly, the Company has not established an accrual for potential losses, if any, that could result from an unfavorable outcome from this proceeding, and there can be no assurance that this matter will not result in material defense costs and/or judgments against the Company or any of its subsidiaries. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Vislink is a global technology business specializing in the collection, delivery, and management of high quality, live video and associated data from the scene of the action to the viewing screen. For the broadcast markets, Vislink provides solutions for the collection of live news, sports, and entertainment events. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using a variety of tailored transmission products. The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience to the areas of a terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems, to deliver a broad spectrum of customer solutions. LIVE BROADCAST: Vislink delivers an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions encompass the video collection, transmission, management, and distribution of content, via microwave, satellite, cellular, IP, and MESH networks. With over 50 years in operation, Vislink has the expertise and technology portfolio to deliver fully integrated, seamless, end-to-end solutions. Vislink’s live broadcast solutions are well known across the industry. A vast majority of all outside wireless broadcast video content is transmitted using our equipment, with more than 200,000 systems installed worldwide. We work closely with the majority of the world’s broadcasters. Vislink wireless cameras and ultra-compact encoders help bring many of the world’s most prestigious sporting and entertainment events to life. Recent examples include globally watched international sporting contests, award shows, racing events, and annual music and cultural events. MILITARY AND GOVERNMENT: Building on our knowledge of live video delivery, Vislink has developed high-quality solutions to meet the operational and industry challenges of the surveillance and defense markets. Vislink solutions are specifically designed with interagency cooperation in mind, utilizing a common international protocol, or IP, platform, and a web interface for video delivery. Vislink provides comprehensive video, audio, and data communications solutions to the law enforcement and public safety community, including Airborne, Unmanned Systems, Maritime and Tactical Mobile Command Posts. These solutions may include airborne downlinks, terrestrial point-to-point, tactical mobile command, maritime, UAV, and personal portable products that meet the demands of field operations, command centers, and central receiving sites. Short-range and long-range solutions are available in areas that include established infrastructure as well as extremely remote areas, helping to make valuable video intelligence available regardless of location. Vislink public safety and surveillance solutions are deployed worldwide, including throughout the US, Europe, and the Middle East, at the local, regional, and federal levels of operation, for criminal investigation, crisis management, mobile command posts, and field operations. SATELLITE COMMUNICATIONS: Vislink’s satellite solutions are supported by more than 30 years of technical expertise. These solutions aim to ensure robust, secure communications while delivering low transmission costs for any organization that needs high quality, reliable satellite transmission. Vislink offers turnkey solutions that begin with a state-of-the-art coding, compression, and modulation engines and end with our robust, lightweight antenna systems. Vislink Satellite solutions focus heavily on being the smallest, lightest, and most efficient in their categories, making transportation and ease of use a key driver in the customer experience. Vislink offers an extensive range of satellite designs that allow customers to optimize bit rate, size, weight, and total cost. Our satellite systems are used extensively across the globe, with over 2,000 systems deployed by governments, militaries, and broadcasters alike. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are prepared under the United States generally accepted accounting principles (“US GAAP”) for interim financial information and following the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements. They should be read in conjunction with the consolidated financial statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the United States Securities and Exchange Commission (the “SEC”) on April 1, 2020. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of September 30, 2020, the results of its operations and cash flows for the nine months ended September 30, 2020, and 2019. Such adjustments are of a routine recurring nature. The results of operations for the nine months ended September 30, 2020, may not be indicative of results for a full year, any other interim period or any future year period. |
Principles of Consolidation | Principles of Consolidation The preparation of the accompanying financial statements conforms with US GAAP, as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the SEC. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, IMT and Vislink. Upon consolidation, the elimination of all intercompany accounts and transactions took place among the consolidated entities. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements. These estimates also affect the reported amounts of revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s condensed consolidated financial statements include the useful lives of property, plant, and equipment, impairment of long-lived assets, allowance for accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities. Actual results could differ from estimates, and any such differences may be material to our financial statements. We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities. There have been no new or material changes to the accounting estimates discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, that are of significance, or potential significance, to the Company. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations will be subject to significant risks and uncertainties, including financial, operational, regulatory, and other risks associated, including the potential risk of business failure. The recent global COVID-19 outbreak has caused an economic crisis, and the extent of the impact of this pandemic on the Company’s business is highly uncertain and difficult to predict, as this virus continues to grow, and state and local governments work to control this outbreak. Any economic disruption could have a disadvantageous material effect on our business and reduce our capital resources and access to capital, with possible unfavorable implications on our financial condition and results of operations. Policymakers around the globe have responded with fiscal policy actions to support their industries and economies, but the magnitude and overall effectiveness of these interventions remain uncertain. We cannot give assurances that the COVID-19 pandemic will not in the future materially impact the Company’s financial condition, or that any initiatives or programs that the Company may undertake, if any, as of the date of the issuance of these unaudited condensed consolidated financial statements will prove effective in mitigating any negative impacts from COVID-19. Also, we cannot provide assurances that the COVID-19 public health effort will not be intensified to such an extent, particularly in response to any resurgence in infections, that would prevent us from conducting any business operations in our target markets or at all for an indefinite period. The Company can give no assurance that a material impact on the Company’s financial condition has not resulted or will not result in the future, particularly as the state, local and international restrictions impacting our business continues to evolve. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Management usually evaluates indefinite-lived intangible assets for impairment annually during the fourth quarter or more frequently if an event occurs, or circumstances change (“triggering events”) that would be more likely than not reduce the fair value of a reporting unit or intangible asset below its carrying value. As a result of the significant impact the COVID-19 pandemic has had on the Company’s operations, we analyzed these triggering events affecting our customers and target markets in early May 2020. We record impairment losses for long-lived assets used in our business, including right-of-use operating lease assets, if the asset’s carrying amount is not recoverable when the estimated undiscounted cash flows expected to result from the use of an asset and its eventual disposition is less than the carrying amount. As part of the Company’s impairment analysis, the fair value of a reporting unit is determined using both the income and market approaches. The income approach requires management to estimate a number of factors for each reporting unit, including the projected future operating results, economic projections, anticipated future cash flows and discount rates considering the impact of COVID-19, among other potential consequences. The market approach estimates fair value using comparable marketplace fair value data from a similar industry grouping. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions, including the impact of COVID-19, could have a significant effect on either the fair value of the reporting units and indefinite-lived intangibles, including right-of-use operating lease assets and indefinite-lived intangible impairment charges. These estimates can be affected by several factors including, but not limited to, the impact of COVID-19, its severity, duration and its impact on global economies, general economic conditions as well as its impact on our operating results and financial conditions. The Company will continue to monitor these potential impacts, including the effects of COVID-19 and economic, industry and market trends and the impact these may have on our operations. The Company did not note any impairment for the three and nine months ended September 30, 2020, and 2019. |
Inventories | Inventories The Company records inventory at the lower of cost, on a first-in, first-out basis, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory valuation adjustments are on the face of the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2020, and 2019. |
Revenue Recognition | Revenue Recognition We account for the Company’s operating results under ASC Topic 606 adopted on January 1, 2019. It is a comprehensive revenue recognition model that requires revenue to be recognized when the Company transfers control of the promised goods or services to our customers at an amount that reflects the consideration that we expect to receive. The application of ASC Topic 606 requires us to use more judgment and make more estimates than under previously issued guidance. The Company generates all its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised goods or services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, 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, we satisfy a performance obligation. At contract inception, the Company assesses the goods and services promised in our contracts with customers and identifies a performance obligation for each. To determine the performance obligations, the Company considers all the products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration we expect to receive in exchange for transferring goods and services. Excluded from income are the value-added sales taxes, and other charges we collect concurrent with revenue-producing activities. Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. |
Leases | Leases We determine if an arrangement is a lease at inception. We recognize lease expense for lease payments on a straight-line basis over the lease term. The Company includes operating leases as ROU assets as “Right of use assets, operating leases” in the consolidated balance sheets. For lease liabilities, operating lease liabilities are included in “Operating lease obligations, current” and “Operating lease liabilities, net of current portion,” in the consolidated balance sheets. We recognize Operating lease ROU assets and liabilities on the commencement date based on the present value of lease payments for all leases with a term longer than 12 months. There is no separation of lease and non-lease components for all our contracts of real estate. The ROU assets and related lease liabilities recorded under ASC 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”), defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a comparable economic environment. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rates based on an analysis of prior collateralized borrowings over similar terms of the lease payments at the commencement date, to estimate the IBR under ASC 842. There were no capital leases, which are now titled “finance leases” under ASC 842, in the Company’s lease portfolio as of September 30, 2020. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock compensation with persons classified as employees for accounting purposes following ASC 718 “Compensation-Stock Compensation,” which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common stock issued for services is determined based on the Company’s stock price on the date of issuance. Under ASU 2018-07, the scope of Topic 718 was expanded to include share-based payment transactions for acquiring goods and services from non-employees. Equity-classified non-employee share-based payment awards are no longer measured at the earlier of the date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, they are now measured at the grant date. Non-employee share-based payment awards with performance conditions are measured at the lowest aggregate fair value under today’s guidance, which often results in zero value. ASU 718 aligns the accounting for non-employee share-based payment awards with performance conditions with accounting for employee share-based payment awards under Topic 718 by requiring entities to consider the probability of satisfying performance conditions. Current guidance requires entities to use the contractual term for the measurement of the non-employee share-based payment awards. ASU 718 allows entities to make an award-by-award election to use either the expected term (consistent with employee share-based payment awards) or the contractual term for non-employee awards |
Loss Per Share | Loss Per Share The Company reports loss per share under ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. The calculation of basic loss per share of common stock divides the net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period, without consideration of common stock equivalents. The diluted loss per share calculation adjusts the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants for the period as determined using the treasury stock method. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss. The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands): Nine months Ended September 30, 2020 2019 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 178 97 Warrants 61 192 239 289 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments that are recognized or unrecognized in the consolidated balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, based on estimates of market conditions and risks existing at the time. For specific instruments, including accounts receivable and accounts payable, the Company estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs consist of items that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1 – Quoted prices in active markets for identical assets or liabilities, there are no fair valued assets or liabilities classified under Level 1 as of September 30, 2020. Level 2 – Observable prices that are based on inputs not quoted on active markets but corroborated by market data, there are no fair valued assets or liabilities classified under Level 2 as of September 30, 2020. Level 3 – Unobservable inputs are used when little or no market data is available; the fair value hierarchy gives the lowest priority to Level 3 inputs (see Note 9). |
Foreign Currency and Other Comprehensive (Loss)/Income | Foreign Currency and Other Comprehensive (Loss)/Income The functional currency of our foreign subsidiary is typically the applicable local currency, which is British Pounds. The translation from the respective foreign currency to United States Dollars (US Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using an average exchange rate during the period. Included as a separate component of accumulated other comprehensive (loss)/income are gains or losses resulting from such translation. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered to be a long-term investment, which is accumulated and credited or charged to other comprehensive income. We recognize transaction gains and losses in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company includes, as a component of general and administrative expenses, the foreign currency exchange gains and losses in the accompanying Unaudited Condensed Consolidated Statements of Operations. The Company has recognized foreign exchanges gains and losses and changes in accumulated comprehensive income approximately as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net foreign exchange transactions: Gains (Losses) $ 414,000 $ (315,000 ) $ (245,000 ) $ (356,000 ) Accumulated comprehensive income: Unrealized gains (losses) on currency translation adjustment $ (192,000 ) $ 81,000 $ 57,000 $ 82,000 The Company uses OANDA, a Canadian-based foreign exchange company and website providing currency conversion, as a source of quotes of exchange rates adopted for the foreign exchange transactions. Below are the applicable translation rates applied on amounts from British Pounds into United States dollars for the respective periods: ● As of September 30, 2020 – British Pounds $1.270857 to US Dollars $1.00. ● The average rate for the nine months ended September 30, 2020 – British Pounds $1.287060 to US Dollars $1.00. |
Subsequent Events | Subsequent Events See Note 14 for subsequent events occurring after the date of these consolidated financial statements. |
Recently Issued Accounting Principles | Recently Issued Accounting Principles In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASC on its consolidated financial statements. Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Anti-Dilutive Potential Common Stock Equivalents | The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands): Nine months Ended September 30, 2020 2019 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 178 97 Warrants 61 192 239 289 |
Schedule of Foreign Exchanges and Changes in Accumulated Comprehensive Income | The Company has recognized foreign exchanges gains and losses and changes in accumulated comprehensive income approximately as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net foreign exchange transactions: Gains (Losses) $ 414,000 $ (315,000 ) $ (245,000 ) $ (356,000 ) Accumulated comprehensive income: Unrealized gains (losses) on currency translation adjustment $ (192,000 ) $ 81,000 $ 57,000 $ 82,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following finite assets: Patents and Licenses Trade Names and Technology Customer Relationships Accumulated Accumulated Accumulated Costs Amortization Costs Amortization Costs Amortization Net Balance as of December 31, 2019 $ 12,378,000 $ (10,504,000 ) $ 1,450,000 $ (690,000 ) $ 2,880,000 $ (2,592,000 ) $ 2,922,000 Additions — — — — — — — Amortization — (502,000 ) — (168,000 ) — (97,000 ) (767,000 ) Balance as of September 30, 2020 $ 12,378,000 $ (11,006,000 ) $ 1,450,000 $ (858,000 ) $ 2,880,000 $ (2,689,000 ) $ 2,155,000 |
Schedule of Capitalized Intangible Costs | The Company has recognized net capitalized intangible costs as follows: September 30, December 31, 2020 2019 Patents and Licenses $ 1,372,000 $ 1,874,000 Trade Names and Technology 592,000 760,000 Customer Relationships 191,000 288,000 $ 2,155,000 $ 2,922,000 |
Schedule of Amortization of Intangible Assets | The Company has recognized the amortization of intangible assets as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Patents and Licenses $ 169,000 $ 168,000 $ 502,000 $ 500,000 Trade Names and Technology 57,000 56,000 168,000 167,000 Customer Relationships 10,000 221,000 97,000 656,000 $ 236,000 $ 445,000 $ 767,000 $ 1,323,000 |
Schedule of Estimated Amortization Expense for Intangible Assets | The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 3.3 years. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years: Period ending September 30, 2021 $ 707,000 2022 881,000 2023 184,000 2024 119,000 2025 119,000 Thereafter 145,000 $ 2,155,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The table below represents the Company’s notes payable as of September 30, 2020, and December 31, 2019: Principal 9/30/20 12/31/19 Effective as of September 27, 2019, the Board of Directors of the Company consented to assume the remaining balance of a note held by a former related party MB Technology Holdings, LLC (“MBTH”). MBTH originally borrowed funds for the benefit of the Company with the proceeds forwarded to the Company reflecting due to a related party, ultimately converted into shares. The note matures on September 18, 2020, with an annual interest rate of 8.022% and it was satisfied in full on September 21, 2020. Interest expense for the three months and nine months ending September 30, 2020, is approximately $4,000 and $18,500, respectively. Interest expense for the three months and nine months ending September 30, 2019 was $-0-. $ — $ 231,000 On October 2, 2019, the Company’s subsidiary, Integrated Microwave Technology (“IMT”), incurred a working capital loan of $150,000, with an annual interest rate of 1.9%, maturing on April 24, 2020. IMT has made approximately $108,000 in principal payments and the working capital loan has been satisfied in full. Interest expense for the three months and nine months ending September 30, 2020, was approximately $6,000 and $37,000, respectively. Interest expense for the three months and nine months ending September 30, 2019, was $-0-. — 108,000 On April 13, 2020, the Company entered into a D & O insurance policy agreement for a $250,000 premium less a down payment of approximately $38,000, financing the remaining balance of approximately $230,000. The loan’s terms are for nine months at a 5.95% annual interest rate at a monthly principal and interest payment of approximately $25,000. The Company has made principal payments of approximately $70,000, and interest expense for the three months and nine months ending September 30, 2020, is $3,400- and $4,600. Interest expense for the three months and nine months ending September 30, 2019, $-0-. 96,000 -0- $ 96,000 $ 339,000 |
Payroll Protection Program Lo_2
Payroll Protection Program Loan (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Principal Balance of PPP Loan | The summary of the principal balance of the PPP Loan as of September 30, 2020, is as follows: 9/30/20 12/31/19 Total PPP Loan $ 1,168,000 $ — Less: current portion (744,000 ) — Long-term portion $ 394,000 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Operating Lease Data | The following table illustrates approximate specific operating lease data for the three months and nine months ending September 30, 2020, and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Lease cost: Operating lease cost $ 159,000 $ 245,000 $ 524,000 $ 847,000 Short-term lease cost 218,000 — 362,000 53,000 Variable lease cost — — — — Sublease income (22,000 ) (78,000 ) (89,000 ) (178,000 ) Total lease cost $ 355,000 $ 167,000 $ 797,000 $ 722,000 Cash paid for amounts in lease liabilities: Operating cash flows from operating leases $ 579,000 $ 850,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 628,000 $ 2,899,000 Weighted-average remaining lease term—operating leases 4.7 years 3.6 years Weighted-average discount rate—operating leases 9.4 % 9.3 % |
Schedule of Future Minimum Rental Payments for Operating Leases | Maturities of our operating lease liabilities were as follows as of September 30, 2020: Amount 2021 $ 458,000 2022 421,000 2023 384,000 2024 362,000 2025 235,000 Thereafter 135,000 Total undiscounted operating lease payments 1,995,000 Less: amount representing an imputed interest 389,000 Total present value of operating lease liabilities 1,606,000 Less: Current operating lease liabilities 325,000 Non-current operating lease liabilities $ 1,281,000 Sublets: 2020 $ 7,000 2021 — $ 7,000 |
Schedule of Lease Obligations Assumed | The table below lists the location and lease expiration date from 2020 through 2026: Location Lease-End Date Approximate Future Payments Colchester, UK – Waterside House Mar 2025 $ 1,170,000 Hemel, UK Oct 2020 14,000 Singapore Aug 2023 87,000 Anaheim, CA Jul 2021 26,000 Sarasota, FL Sep 2022 69,000 Billerica, MA Dec 2026 629,000 Sublets: Hemel, UK Oct 2020 $ 7,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table represents a summary of related party transactions for the three and nine months ended September 30, 2020, and 2019: For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Consulting fees incurred, recurring $ — $ 150,000 $ 200,000 $ 450,000 Consulting fees incurred, non-recurring $ — $ 239,911 $ 120,000 $ 274,504 Common stock issued in satisfaction of amounts due: Quantity of shares issued — — — 12,469 Value of shares issued $ — $ — $ — $ 31,466 Amounts repaid to MBMG in cash $ — $ 250,000 $ *825,000 $ 551,000 *includes a final settlement in the amount of $230,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Valuation and Warrants Exercisable | The following are the key assumptions that were used in connection with the valuation of the warrants exercisable into common stock as of September 30, 2020, and 2019: September 30, 2020 2019 Number of shares underlying the warrants 75,891 77,082 The fair market value of stock $ 1.36 $ 3.72 Exercise price $ 0.906 to $ 827.78 $ 6.00 to $ 144,000.00 Volatility 147% to 184 % 136% to 151 % Risk-free interest rate 0.12% to 0.15 % 1.53% to 1.78 % Expected dividend yield — — Warrant life (years) 0.6 to 2.7 0.3 to 3.7 |
Schedule of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Beginning balance $ 111,000 $ 445,000 $ 30,000 $ 1,118,000 Re-classification to equity upon warrants exercised — (24,000 ) — (24,000 ) Change in fair value of derivative liabilities (82,000 ) (281,000 ) (1,000 ) (954,000 ) Ending balance $ 29,000 $ 140,000 $ 29,000 $ 140,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Warrant Outstanding | The following table sets forth common stock purchase warrants outstanding as of September 30, 2020: Weighted Quantity of Warrants (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 4,188,075 $ 6.60 Warrants granted 7,016,567 $ 0.90 Warrants exercised (10,964,436 ) $ (1.00 ) Warrants canceled/expired (896 ) $ (2,244.10 ) Outstanding, September 30, 2020 239,310 $ 83.40 Exercisable, September 30, 2020 239,310 $ 83.40 |
Schedule of Stock-Based Compensation | The following tables illustrates approximate stock-based compensation data for the three months and nine months ending September 30, 2020, and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock-based compensation expense: Total amortization of stock options issued $ 19,000 $ 578,000 $ 592,000 $ 1,703,000 |
Schedule of Employees Plans | The following additional information represents employees plans on September 30, 2020: Weighted average remaining contractual life — options outstanding 6.79 years Weighted average remaining contractual life — options exercisable 6.69 years Remaining expense of stock-based compensation $ 45,000 Remaining amortization period 1.3 years Intrinsic value per share $ -0- |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the nine months ended September 30, 2020 2019 Exercise price $ — $ 22.20 Volatility — 149.22 % Risk-free interest rate — 2.68 % Expected dividend yield — 0 % Expected term (years) — 6 |
Schedule of Stock Option Activity | A summary of the status of the Company’s stock option plans on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 84,175 $ 88.98 Options granted — $ — Options exercised — $ — Options canceled/expired (23,083 ) $ (90.60 ) Outstanding, September 30, 2020 61,092 $ 88.33 Exercisable, September 30, 2020 57,065 $ 92.24 |
Time Vested Option [Member] | CEO [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the nine months ended September 30, 2020 2019 Exercise price $ 1.71 $ — Volatility 153.02 % — Risk-free interest rate 1.57 % — Expected dividend yield 0 % — Expected term (years) 6.3 — |
Schedule of Stock Option Activity | A summary of the status of the Company’s time vested stock options for Mr. Miller on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 359,247 $ 1.65 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 359,247 $ 1.47 Exercisable, September 30, 2020 — $ — |
Time Vested Option [Member] | CFO [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the nine months ended September 30, 2020 2019 Exercise price $ 0.96 $ — Volatility 155 % — Risk-free interest rate 0.62 % — Expected dividend yield 0 % — Expected term (years) 6.3 — |
Schedule of Stock Option Activity | A summary of the status of the Company’s time vested stock options for Mr. Bond on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 135,168 $ 0.91 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 135,168 $ 0.84 Exercisable, September 30, 2020 — $ — |
Performance-Based Option [Member] | CEO [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the nine months ended September 30, 2020 2019 Exercise price $ 1.71 $ — Volatility 153.02 % — Risk-free interest rate 1.57 % — Expected dividend yield 0 % — Expected term (years) 6.5 — |
Schedule of Stock Option Activity | A summary of the status of the Company’s performance-based stock options for Mr. Miller on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 250,000 $ 1.65 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 250,000 $ 1.65 Exercisable, September 30, 2020 — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Matching Contributions | The table below represents the Company’s matching contributions as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Company matching contributions - 401K Plan $ -0- $ -0- $ -0- $ -0- Company matching contributions - Group Personal Pension Plan, UK $ (34,000 ) $ 142,000 $ 44,000 $ 165,000 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | In the following table, revenue is disaggregated by primary geographical markets and revenue sources. Three Months Ending Nine Months Ending September 30, September 30, 2020 2019 2020 2019 Primary geographical markets: North America $ 2,698,000 $ 2,273,000 $ 6,853,000 $ 8,677,000 South America 11,000 97,000 79,000 185,000 Europe 1,169,000 1,248,000 5,912,000 5,877,000 Asia 731,000 927,000 1,567,000 4,465,000 Rest of World 169,000 462,000 1,727,000 1,361,000 $ 4,778,000 $ 5,007,000 $ 16,138,000 $ 20,565,000 Primary revenue source: Equipment sales $ 4,554,000 $ 4,702,000 $ 14,171,000 $ 18,290,000 Installation, integration, and repairs 162,000 276,000 1,478,000 1,685,000 Warranties 61,000 36,000 149,000 150,000 Other (See Note 13) 1,000 **(7,000 ) 340,000 440,000 $ 4,778,000 $ 5,007,000 $ 16,138,000 $ 20,565,000 Long-Lived Assets: United States $ 3,813,000 $ 5,136,000 United Kingdom 1,807,000 2,333,000 $ 5,620,000 $ 7,469,000 ** nd |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Impairment of intangible assets | ||||
Foreign exchange transaction rate | 1 | 1 | ||
Foreign exchange transactions average rate | 1 | 1 | ||
GBP [Member] | ||||
Foreign exchange transaction rate | 1.287060 | 1.287060 | ||
Foreign exchange transactions average rate | 1.270846 | 1.270846 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Potential Common Stock Equivalents (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive securities excluded from computation of earnings per share, amount | 239,000 | 289,000 |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 178,000 | 97,000 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 61,000 | 192,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Schedule of Foreign Exchanges and Changes in Accumulated Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||
Net foreign exchange transactions: Gains (Losses) | $ 414 | $ (315) | $ (245) | $ (356) |
Accumulated comprehensive income: Unrealized gains (losses) on currency translation adjustment | $ (192) | $ 81 | $ 57 | $ 82 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) - USD ($) $ in Thousands | Oct. 23, 2020 | Apr. 10, 2020 | Feb. 14, 2020 | Nov. 12, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 09, 2020 | Dec. 31, 2019 |
Loss from operations | $ (2,827) | $ (4,898) | $ (8,236) | $ (10,774) | ||||||
Cash used in operating activities | (10,698) | $ (6,144) | ||||||||
Working capital | 10,000 | 10,000 | ||||||||
Accumulated deficit | (260,573) | (260,573) | $ (252,572) | |||||||
Cash | 3,123 | 3,123 | ||||||||
Strategic Initiatives annual savings | $ 5,000 | |||||||||
Rental fees percentage | 81.00% | |||||||||
Proceeds from loans | $ 1,168 | |||||||||
Subsequent Event [Member] | ||||||||||
Cash | $ 6,700 | |||||||||
Gross proceeds from common stock | $ 5,108 | $ 5,274 | ||||||||
Proceeds from offering | $ 166 | |||||||||
Issuance of common stock shares | 3,221,693 | |||||||||
Paycheck Protection Program [Member] | ||||||||||
Proceeds from loans | $ 1,200 | |||||||||
Common Stock [Member] | ||||||||||
Gross proceeds from common stock | $ 5,998 | $ 6,586 | ||||||||
Offering cost | 560 | $ 301 | 301 | |||||||
Proceeds from offering | $ 5,438 | $ 6,285 | ||||||||
Shares description | The Company issued 2,074,167 shares of common stock, 2,074,167 warrants to purchase 1,555,625 shares of Common Stock, 2,471,200 pre-funded warrants with each pre-funded warrant exercisable for one share of Common Stock, together with 2,471,200 Warrants to purchase 1,853,400 shares of Common Stock. | |||||||||
Issuance of common stock shares | 2,074,167 | 2,390,171 | ||||||||
Warrants [Member] | ||||||||||
Proceeds from offering | $ 11 | |||||||||
Issuance of common stock shares | 2,471,200 | 3,829,885 | ||||||||
Warrants to purchase shares of common stock | 1,555,625 | |||||||||
Pre Funded Warrants [Member] | ||||||||||
Issuance of common stock shares | 1,853,400 | |||||||||
Warrants to purchase shares of common stock | 2,471,200 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 9 Months Ended |
Sep. 30, 2020 | |
Amortized weighted average remaining life | 3 years 3 months 19 days |
Patents and Licenses [Member] | Minimum [Member] | |
Finite-lived intangible asset, useful life | 19 years 9 months 18 days |
Patents and Licenses [Member] | Maximum [Member] | |
Finite-lived intangible asset, useful life | 20 years |
Other Intangible Assets [Member] | Minimum [Member] | |
Finite-lived intangible asset, useful life | 3 years |
Other Intangible Assets [Member] | Maximum [Member] | |
Finite-lived intangible asset, useful life | 15 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Beginning balance cost/ accumulated amortization | $ 2,922 |
Addition, cost/ accumulated amortization | |
Amortization, cost/ accumulated amortization | (767) |
Ending balance, cost/ accumulated amortization | 2,155 |
Patents and Licenses [Member] | |
Beginning balance cost | 12,378 |
Intangible assets, Additions | |
Intangible assets, Amortization | |
Ending balance cost | 12,378 |
Beginning balance, accumulated amortization | (10,504) |
Intangible assets accumulated amortization, Additions | |
Intangible assets accumulated Amortization | (502) |
Ending balance, accumulated Amortization | (11,006) |
Trade Names and Technology [Member] | |
Beginning balance cost | 1,450 |
Intangible assets, Additions | |
Intangible assets, Amortization | |
Ending balance cost | 1,450 |
Beginning balance, accumulated amortization | (690) |
Intangible assets accumulated amortization, Additions | |
Intangible assets accumulated Amortization | (168) |
Ending balance, accumulated Amortization | (858) |
Customer Relationships [Member] | |
Beginning balance cost | 2,880 |
Intangible assets, Additions | |
Intangible assets, Amortization | |
Ending balance cost | 2,880 |
Beginning balance, accumulated amortization | (2,592) |
Intangible assets accumulated amortization, Additions | |
Intangible assets accumulated Amortization | (97) |
Ending balance, accumulated Amortization | $ (2,689) |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Capitalized Intangible Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Intangible assets | $ 2,155 | $ 2,922 |
Patents and Licenses [Member] | ||
Intangible assets | 1,372 | 1,874 |
Trade Names and Technology [Member] | ||
Intangible assets | 592 | 760 |
Customer Relationships [Member] | ||
Intangible assets | $ 191 | $ 288 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Amortization of intangible assets | $ 236 | $ 445 | $ 767 | $ 1,323 |
Patents and Licenses [Member] | ||||
Amortization of intangible assets | 169 | 168 | 502 | 500 |
Trade Names and Technology [Member] | ||||
Amortization of intangible assets | 57 | 56 | 168 | 167 |
Customer Relationships [Member] | ||||
Amortization of intangible assets | $ 10 | $ 221 | $ 97 | $ 656 |
Intangible Assets - Schedule _4
Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 707 | |
2022 | 881 | |
2023 | 184 | |
2024 | 119 | |
2025 | 119 | |
Thereafter | 145 | |
Finite-Lived Intangible Assets, Net, Total | $ 2,155 | $ 2,922 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Notes payable | $ 96 | $ 339 |
D&O Insurance Policy [Member] | ||
Notes payable | 96 | 0 |
MB Technology Holdings, LLC [Member] | ||
Notes payable | 231 | |
Integrated Microwave Technology [Member] | ||
Notes payable | $ 108 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Apr. 13, 2020 | Oct. 02, 2019 | Sep. 27, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
D&O Insurance Policy [Member] | |||||||
Debt instrument stated interest rate percentage | 5.95% | ||||||
Interest expense | $ 3,400 | $ 0 | $ 4,600 | $ 0 | |||
Debt principal payment | $ 70,000 | ||||||
Debt instrument face amount | 250,000 | ||||||
Down payment | 38,000 | ||||||
Notes payable | 230,000 | ||||||
Debt accrued interest | $ 25,000 | ||||||
MB Technology Holdings, LLC [Member] | |||||||
Debt instrument maturity date | Sep. 18, 2020 | ||||||
Debt instrument stated interest rate percentage | 8.022% | ||||||
Interest expense | 4,000 | 0 | 18,500 | 0 | |||
Integrated Microwave Technology [Member] | |||||||
Debt instrument maturity date | Apr. 24, 2020 | ||||||
Debt instrument stated interest rate percentage | 1.90% | ||||||
Interest expense | $ 6,000 | $ 0 | $ 37,000 | $ 0 | |||
Working capital loan | $ 150,000 | ||||||
Debt principal payment | $ 108,000 |
Payroll Protection Program Lo_3
Payroll Protection Program Loan (Details Narrative) - USD ($) $ in Thousands | Apr. 10, 2020 | Apr. 05, 2020 |
Proceeds from loan | $ 1,168 | |
Debt description | 100 percent of the principal amount of the loan is guaranteed by the Small Business Administration. | |
Paycheck Protection Program [Member] | ||
Debt maturity date | Apr. 5, 2022 | |
Debt interest rate | 1.00% | |
Proceeds from loan | $ 1,200 |
Payroll Protection Program Lo_4
Payroll Protection Program Loan - Summary of Principal Balance of PPP Loan (Details) - Paycheck Protection Program [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total PPP Loan | $ 1,168,000 | |
Less: current portion | (744,000) | |
Long-term portion | $ 394,000 |
Leases (Details Narrative)
Leases (Details Narrative) | Jul. 03, 2020USD ($)ft² | Apr. 28, 2020 | Jan. 24, 2020USD ($)ft² | Jan. 20, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jan. 23, 2020ft² | Dec. 31, 2019USD ($) |
Weighted average remaining term for lease minimum | 1 month | |||||||||
Weighted average remaining term for lease maximum | 4 years 6 months | |||||||||
Sublease term | 1 month | |||||||||
Right of use of assets | $ 1,616,000 | $ 1,616,000 | $ 1,925,000 | |||||||
Operating lease liabilities | 1,610,000 | 1,610,000 | ||||||||
Gain on lease termination | 21,000 | |||||||||
Lease liabilities, current | $ 324,000 | $ 324,000 | $ 821,000 | |||||||
Weighted average lease term | 4 years 8 months 12 days | 3 years 7 months 6 days | 4 years 8 months 12 days | 3 years 7 months 6 days | ||||||
Lease maturity date, description | Maturity dates ranging from October 2020 to December 2026. | |||||||||
Weighted average discount rate, percentage | 9.40% | 9.40% | ||||||||
Billerica, MA [Member] | ||||||||||
Right of use of assets | $ 904,000 | |||||||||
Operating lease liabilities | 553,000 | |||||||||
Accumulated amortization of operating lease | 371,000 | |||||||||
Gain on lease termination | $ 21,000 | |||||||||
Area of land | ft² | 39,327 | |||||||||
Billerica, MA [Member] | New Lease Agreement [Member] | ||||||||||
Right of use of assets | $ 546,000 | |||||||||
Operating lease liabilities | $ 546,000 | |||||||||
Area of land | ft² | 8,204 | |||||||||
Reduction in area of land, percentage | 79.00% | |||||||||
Lease expiration date | Dec. 31, 2026 | |||||||||
Monthly savings | $ 15,300 | |||||||||
Monthly savings, percentage | 62.00% | |||||||||
Hackettstown, New Jersey [Member] | ||||||||||
Lease expiration date | Apr. 29, 2020 | |||||||||
Hackettstown, New Jersey [Member] | New Lease Agreement [Member] | ||||||||||
Lease expiration date | Apr. 30, 2021 | |||||||||
Lease term | 1 year | |||||||||
Singapore [Member] | New Lease Agreement [Member] | ||||||||||
Right of use of assets | $ 82,000,000 | |||||||||
Operating lease liabilities | $ 82,000,000 | |||||||||
Area of land | ft² | 950 | |||||||||
Lease expiration date | Aug. 9, 2023 | |||||||||
Monthly savings | $ 400,000 | |||||||||
Monthly savings, percentage | 14.00% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 159 | $ 245 | $ 524 | $ 847 |
Short-term lease cost | 218 | 362 | 53 | |
Variable lease cost | ||||
Sublease income | (22) | (78) | (89) | (178) |
Total lease cost | $ 355 | $ 167 | 797 | 722 |
Operating cash flows from operating leases | 579 | 850 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 628 | $ 2,899 | ||
Weighted-average remaining lease term-operating leases | 4 years 8 months 12 days | 3 years 7 months 6 days | 4 years 8 months 12 days | 3 years 7 months 6 days |
Weighted-average discount rate-operating leases | 9.40% | 9.30% | 9.40% | 9.30% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
2021 | $ 458 | |
2022 | 421 | |
2023 | 384 | |
2024 | 362 | |
2025 | 235 | |
Thereafter | 135 | |
Total undiscounted operating lease payments | 1,995 | |
Less: amount representing an imputed interest | 389 | |
Total present value of operating lease liabilities | 1,606 | |
Less: Current operating lease liabilities | 324 | $ 821 |
Non-current operating lease liabilities | 1,279 | $ 1,163 |
Sublets [Member] | ||
2020 | 7 | |
2021 | ||
Total undiscounted operating lease payments | $ 7 |
Leases - Schedule of Lease Obli
Leases - Schedule of Lease Obligations Assumed (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Approximate Future Payments | $ 1,995 |
Sublets [Member] | |
Approximate Future Payments | $ 7 |
Colchester, U.K. - Waterside House [Member] | |
Lease-End Date | Mar 2025 |
Approximate Future Payments | $ 1,170 |
Hemel, U.K [Member] | |
Lease-End Date | Oct 2020 |
Approximate Future Payments | $ 14 |
Hemel, U.K [Member] | Sublets [Member] | |
Lease-End Date | Oct 2020 |
Approximate Future Payments | $ 7 |
Singapore [Member] | |
Lease-End Date | Aug 2023 |
Approximate Future Payments | $ 87 |
Anaheim, CA [Member] | |
Lease-End Date | Jul 2021 |
Approximate Future Payments | $ 26 |
Sarasota, FL [Member] | |
Lease-End Date | Sep 2022 |
Approximate Future Payments | $ 69 |
Billerica, MA [Member] | |
Lease-End Date | Dec 2026 |
Approximate Future Payments | $ 629 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - MB Merchant Group, LLC [Member] - USD ($) $ in Thousands | Feb. 25, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Gain on settlement of related party obligations | $ 561 | $ 331 | |
Related party transaction remitting amount | $ 230 | ||
Due to related parties | $ 0 | $ 505 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Common stock issued in satisfaction of amounts due: Value of shares issued | $ 66,000 | ||||
MB Merchant Group, LLC [Member] | MBMG Agreement [Member] | |||||
Consulting fees incurred, recurring | $ 150,000 | $ 200,000 | 450,000 | ||
Consulting fees incurred, non-recurring | $ 239,911 | $ 120,000 | $ 274,504 | ||
Common stock issued in satisfaction of amounts due: Quantity of shares issued | 12,469 | ||||
Common stock issued in satisfaction of amounts due: Value of shares issued | $ 31,466 | ||||
Amounts repaid to MBMG in cash | $ 250,000 | $ 825,000 | [1] | $ 551,000 | |
[1] | includes a final settlement in the amount of $230,000 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Related Party Transactions (Details) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
MB Merchant Group, LLC [Member] | MBMG Agreement [Member] | |
Related party settlement amount | $ 230 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Valuation and Warrants Exercisable (Details) | 9 Months Ended | |
Sep. 30, 2020$ / sharesshares | Sep. 30, 2019$ / sharesshares | |
Number of shares underlying the warrants | shares | 75,891 | 77,082 |
Minimum [Member] | ||
Warrant life (years) | 7 months 6 days | 3 months 19 days |
Maximum [Member] | ||
Warrant life (years) | 2 years 8 months 12 days | 3 years 8 months 12 days |
Fair Market Value of Stock [Member] | ||
Warrants exercise price | $ 1.36 | $ 3.72 |
Exercise Price [Member] | Minimum [Member] | ||
Warrants exercise price | 0.906 | 6 |
Exercise Price [Member] | Maximum [Member] | ||
Warrants exercise price | $ 827.78 | $ 144,000 |
Volatility [Member] | Minimum [Member] | ||
Warrants and rights outstanding, measurement input | 147 | 136 |
Volatility [Member] | Maximum [Member] | ||
Warrants and rights outstanding, measurement input | 184 | 151 |
Risk-Free Interest Rate [Member] | Minimum [Member] | ||
Warrants and rights outstanding, measurement input | 0.12 | 1.53 |
Risk-Free Interest Rate [Member] | Maximum [Member] | ||
Warrants and rights outstanding, measurement input | 0.15 | 1.78 |
Expected Dividend Yield [Member] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Changes in Fair Value of Level 3 Financial Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning balance | $ 111 | $ 445 | $ 30 | $ 1,118 |
Re-classification to equity upon warrants exercised | (24) | (24) | ||
Change in fair value of derivative liabilities | (82) | (281) | (1) | (954) |
Ending balance | $ 29 | $ 140 | $ 29 | $ 140 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2020 | Feb. 14, 2020 | Jan. 22, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Number of warrants, exercised | (10,964,436) | ||||||
Number of warrants, granted | 7,016,567 | ||||||
General and Administrative Expense [Member] | |||||||
Stock compensation costs | $ 669 | ||||||
Consultant Agreements [Member] | |||||||
Issuance of common stock shares | 46,124 | ||||||
Issuance of common stock shares, value | $ 65 | ||||||
Common Stock [Member] | |||||||
Issuance of common stock shares | 2,074,167 | 2,390,171 | |||||
Proceeds from issuance of offering | $ 5,998 | $ 6,586 | |||||
Offering cost | $ 301 | 301 | |||||
Net proceeds from offering cost | $ 5,438 | $ 6,285 | |||||
Warrants [Member] | |||||||
Issuance of common stock shares | 2,471,200 | 3,829,885 | |||||
Warrants to purchase shares of common stock | 1,555,625 | ||||||
Net proceeds from offering cost | $ 11 | ||||||
Number of warrants, exercised | 3,996,553 | ||||||
Pre Funded Warrants [Member] | |||||||
Issuance of common stock shares | 1,853,400 | ||||||
Warrants to purchase shares of common stock | 2,471,200 | ||||||
Offering cost | $ 712 | ||||||
Public Common Stock Warrants [Member] | |||||||
Issuance of common stock shares | 5,225,913 | ||||||
Number of warrants, exercised | 6,967,883 | ||||||
Common Stock Warrants [Member] | |||||||
Number of warrants, exercised | 10,964,436 | ||||||
Number of warrants, granted | 7,016,567 | ||||||
Number of warrants, expired | 896 | ||||||
Warrant exercise price per share | $ 83.40 | $ 83.40 | |||||
Warrants weighted average remaining contractual life | 1 year 4 months 17 days | ||||||
Outstanding warrants intrinsic value | |||||||
Common Stock Options [Member] | |||||||
Weighted average fair value of options granted | $ 0 | $ 22.20 | |||||
Weighted average remaining contractual life | 6 years 9 months 14 days | ||||||
Weighted average remaining contractual life of option | 6 years 9 months 14 days | ||||||
Remaining stock compensation expense | $ 45 | ||||||
Amortization period | 1 year 3 months 19 days | ||||||
Common Stock Options Exercisable [Member] | |||||||
Weighted average remaining contractual life | 6 years 8 months 9 days | ||||||
Intrinsic value of options exercisable | $ 0 | ||||||
Time-Based Option [Member] | Employment Agreement [Member] | Mr. Miller [Member] | |||||||
Options to purchase common stock for award | 359,247 | ||||||
Performance-Based Option [Member] | |||||||
Weighted average fair value of options granted | $ 0 | ||||||
Unrecognized stock-based compensation expense | 414 | $ 414 | |||||
Performance-Based Option [Member] | Tranche One [Member] | |||||||
Vesting rights description | Tranche 1: 83,333 Option Shares will vest upon the Company's attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $6,000,000 accumulated over four consecutive fiscal quarters. | ||||||
Performance-Based Option [Member] | Tranche Two [Member] | |||||||
Vesting rights description | Tranche 2: 83,333 Option Shares will vest upon the Company's attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $15,000,000 accumulated over four consecutive fiscal quarters. | ||||||
Performance-Based Option [Member] | Tranche Three [Member] | |||||||
Vesting rights description | Tranche 3: 83,333 Option Shares will vest upon the Company's attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $23,000,000 accumulated over four consecutive fiscal quarters. | ||||||
Performance-Based Option [Member] | CEO [Member] | |||||||
Weighted average fair value of options granted | $ 1.65 | ||||||
Intrinsic value of options exercisable | $ 0 | ||||||
Weighted average remaining contractual life of option | 9 years 3 months 26 days | ||||||
Performance-Based Option [Member] | Employment Agreement [Member] | |||||||
Options to purchase common stock for award | 250,000 | ||||||
Exercise price of shares purchased for award | $ 0.285 | ||||||
Options vesting commencement date | Jan. 22, 2020 | ||||||
Options vesting expiration date | Jan. 22, 2030 | ||||||
Performance-Based Option [Member] | Employment Agreement [Member] | Mr. Miller [Member] | |||||||
Options to purchase common stock for award | 250,000 | ||||||
Time Vested Option [Member] | |||||||
Stock compensation costs | 24 | ||||||
Weighted average fair value of options granted | $ 0 | ||||||
Time Vested Option [Member] | CEO [Member] | |||||||
Stock compensation costs | $ 65 | ||||||
Weighted average fair value of options granted | $ 1.47 | ||||||
Intrinsic value of options exercisable | $ 0 | ||||||
Weighted average remaining contractual life of option | 9 years 3 months 26 days | ||||||
Remaining stock compensation expense | $ 526 | ||||||
Amortization period | 3 years 3 months 22 days | ||||||
Time Vested Option [Member] | CEO's Employment Agreement [Member] | |||||||
Options to purchase common stock for award | 359,247 | ||||||
Exercise price of shares purchased for award | $ 0.285 | ||||||
Options vesting commencement date | Jan. 22, 2020 | ||||||
Options vesting expiration date | Jan. 22, 2030 | ||||||
Options vesting percentage | 75.00% | ||||||
Vesting rights description | The options vest as follows: 25% of such option shares shall vest on January 22, 2021; and, the remaining 75% will vest in substantially equal monthly installments over the thirty-six (36) month period after that, subject to the CEO's continued employment by the Company on the applicable vesting date. | ||||||
Time Vested Option [Member] | CFO's Employment Agreement [Member] | |||||||
Stock compensation costs | $ 10 | $ 10 | |||||
Weighted average fair value of options granted | $ 0.84 | $ 0 | |||||
Intrinsic value of options exercisable | $ 0.52 | ||||||
Options to purchase common stock for award | 135,168 | ||||||
Exercise price of shares purchased for award | $ 0.96 | ||||||
Options vesting commencement date | Apr. 1, 2020 | ||||||
Options vesting expiration date | Apr. 1, 2030 | ||||||
Options vesting percentage | 75.00% | ||||||
Vesting rights description | The options vest as follows: 25% of such option shares shall vest on April 1, 2021; and, the remaining 75% will vest in substantially equal monthly installments over the thirty-nine (36) month period after that, subject to the CEO's continued employment by the Company on the applicable vesting date. | ||||||
Weighted average remaining contractual life of option | 9 years 6 months 3 days | ||||||
Remaining stock compensation expense | $ 113 | ||||||
Amortization period | 3 years 6 months |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Outstanding (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Equity [Abstract] | |
Number of warrants, Beginning Balance | shares | 4,188,075 |
Number of warrants, granted | shares | 7,016,567 |
Number of warrants, exercised | shares | (10,964,436) |
Number of warrants, cancelled/expired | shares | (896) |
Number of warrants, Ending outstanding | shares | 239,310 |
Number of warrants, Ending exercisable | shares | 239,310 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 6.60 |
Weighted Average Exercise Price, granted | $ / shares | 0.90 |
Weighted Average Exercise Price, exercised | $ / shares | (1) |
Weighted Average Exercise Price, cancelled/expired | $ / shares | (2,244.10) |
Weighted Average Exercise Price, Ending outstanding | $ / shares | 83.40 |
Weighted Average Exercise Price, Ending exercisable | $ / shares | $ 83.40 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-based compensation: Total amortization of stock options issued | $ 669 | $ 1,703 | ||
Common Stock Options [Member] | ||||
Stock-based compensation: Total amortization of stock options issued | $ 19 | $ 578 | $ 592 | $ 1,703 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Employees Plans (Details) - Common Stock Options [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)$ / shares | |
Weighted average remaining contractual life - options outstanding | 6 years 9 months 14 days |
Weighted average remaining contractual life - options exercisable | 6 years 8 months 9 days |
Remaining expense of stock-based compensation | $ | $ 45 |
Remaining amortization period | 1 year 3 months 19 days |
Intrinsic value per share | $ / shares | $ 0 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Common Stock Options [Member] | ||
Exercise price | $ 0 | $ 22.20 |
Volatility | 0.00% | 149.22% |
Risk-free interest rate | 0.00% | 2.68% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 0 years | 6 years |
Time Vested Option [Member] | CEO [Member] | ||
Exercise price | $ 1.71 | $ 0 |
Volatility | 153.02% | 0.00% |
Risk-free interest rate | 1.57% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years 3 months 19 days | 0 years |
Time Vested Option [Member] | CFO [Member] | ||
Exercise price | $ 0.96 | $ 0 |
Volatility | 155.00% | 0.00% |
Risk-free interest rate | 0.62% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years 3 months 19 days | 0 years |
Performance-Based Option [Member] | CEO [Member] | ||
Exercise price | $ 1.71 | $ 0 |
Volatility | 153.02% | 0.00% |
Risk-free interest rate | 1.57% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years 6 months | 0 years |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Common Stock Options [Member] | |
Number of Options, Beginning Balance | shares | 84,175 |
Number of Options, Options granted | shares | |
Number of Options, Options exercised | shares | |
Number of Options, Options cancelled/expired | shares | (23,083) |
Number of Options, Ending Outstanding | shares | 61,092 |
Number of Options Exercisable | shares | 57,065 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 88.98 |
Weighted Average Exercise Price, Options granted | $ / shares | |
Weighted Average Exercise Price, Options exercised | $ / shares | |
Weighted Average Exercise Price, Options cancelled/expired | $ / shares | (90.60) |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 88.33 |
Weighted Average Exercise Price, Exercisable Balance | $ / shares | $ 92.24 |
Time Vested Option [Member] | CEO [Member] | |
Number of Options, Beginning Balance | shares | |
Number of Options, Options granted | shares | 359,247 |
Number of Options, Options exercised | shares | |
Number of Options, Options cancelled/expired | shares | |
Number of Options, Ending Outstanding | shares | 359,247 |
Number of Options Exercisable | shares | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Options granted | $ / shares | 1.65 |
Weighted Average Exercise Price, Options exercised | $ / shares | |
Weighted Average Exercise Price, Options cancelled/expired | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 1.47 |
Weighted Average Exercise Price, Exercisable Balance | $ / shares | |
Time Vested Option [Member] | CFO [Member] | |
Number of Options, Beginning Balance | shares | |
Number of Options, Options granted | shares | 135,168 |
Number of Options, Options exercised | shares | |
Number of Options, Options cancelled/expired | shares | |
Number of Options, Ending Outstanding | shares | 135,168 |
Number of Options Exercisable | shares | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Options granted | $ / shares | 0.91 |
Weighted Average Exercise Price, Options exercised | $ / shares | |
Weighted Average Exercise Price, Options cancelled/expired | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 0.84 |
Weighted Average Exercise Price, Exercisable Balance | $ / shares | |
Performance-Based Option [Member] | CEO [Member] | |
Number of Options, Beginning Balance | shares | |
Number of Options, Options granted | shares | 250,000 |
Number of Options, Options exercised | shares | |
Number of Options, Options cancelled/expired | shares | |
Number of Options, Ending Outstanding | shares | 250,000 |
Number of Options Exercisable | shares | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Options granted | $ / shares | 1.65 |
Weighted Average Exercise Price, Options exercised | $ / shares | |
Weighted Average Exercise Price, Options cancelled/expired | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 1.65 |
Weighted Average Exercise Price, Exercisable Balance | $ / shares |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - Hale Capital Partners, LP [Member] $ in Thousands | Jul. 19, 2019USD ($) |
Due diligence transaction amount | $ 140 |
Accrued expenses | 140 |
Litigation settlement | $ 50 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Matching Contributions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
401K Plan [Member] | ||||
Company matching contributions | $ 0 | $ 0 | $ 0 | $ 0 |
Group Personal Pension Plan, UK [Member] | ||||
Company matching contributions | $ (34) | $ 142 | $ 44 | $ 165 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Revenue | $ 4,778 | $ 5,007 | $ 16,138 | $ 20,565 | |||
Accounts payable | $ 3,339 | $ 3,339 | $ 3,339 | $ 6,784 | |||
Sales Revenue, Net [Member] | |||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||||
Sales Revenue, Net [Member] | Single Customer [Member] | |||||||
Revenue | $ 769 | $ 2,154 | |||||
Concentration risk percentage | 11.00% | 14.00% | 0.00% | 11.00% | |||
Accounts Receivable [Member] | |||||||
Concentration risk percentage | 10.00% | ||||||
Accounts Receivable [Member] | No Customer [Member] | |||||||
Concentration risk percentage | 10.00% | ||||||
Accounts Receivable [Member] | One Customer [Member] | |||||||
Concentration risk percentage | 19.00% | ||||||
Accounts receivable | $ 1,075 | $ 1,075 | $ 1,075 | ||||
Purchases [Member] | One Vendor [Member] | |||||||
Revenue | $ 1,532 | $ 2,615 | |||||
Concentration risk percentage | 76.00% | 34.00% | |||||
Purchases [Member] | Vendor One [Member] | |||||||
Revenue | $ 942 | $ 3,547 | |||||
Concentration risk percentage | 21.00% | 29.00% | |||||
Purchases [Member] | Vendor Two [Member] | |||||||
Revenue | $ 1,605 | $ 2,003 | |||||
Concentration risk percentage | 35.00% | 16.00% | |||||
Accounts Payable [Member] | |||||||
Concentration risk percentage | 10.00% | 10.00% | |||||
Accounts Payable [Member] | Vendor One [Member] | |||||||
Concentration risk percentage | 25.00% | 20.00% | |||||
Accounts payable | $ 821 | $ 1,380 | $ 821 | $ 1,380 | $ 821 | $ 1,380 | |
Accounts Payable [Member] | Vendor Two [Member] | |||||||
Concentration risk percentage | 15.00% | ||||||
Accounts payable | $ 494 | $ 494 | $ 494 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Revenue, net | $ 4,778 | $ 5,007 | $ 16,138 | $ 20,565 | |
Long-Lived Assets | 5,620 | 7,469 | 5,620 | 7,469 | |
Equipment Sales [Member] | |||||
Revenue, net | 4,554 | 4,702 | 14,171 | 18,290 | |
Installation, Integration and Repairs [Member] | |||||
Revenue, net | 162 | 276 | 1,478 | 1,685 | |
Warranties [Member] | |||||
Revenue, net | 61 | 36 | 149 | 150 | |
Other [Member] | |||||
Revenue, net | 1 | (7) | [1] | 340 | 440 |
North America [Member] | |||||
Revenue, net | 2,698 | 2,273 | 6,853 | 8,677 | |
South America [Member] | |||||
Revenue, net | 11 | 97 | 79 | 185 | |
Europe [Member] | |||||
Revenue, net | 1,169 | 1,248 | 5,912 | 5,877 | |
Asia [Member] | |||||
Revenue, net | 731 | 927 | 1,567 | 4,465 | |
Rest of World [Member] | |||||
Revenue, net | 169 | 462 | 1,727 | 1,361 | |
United States [Member] | |||||
Long-Lived Assets | 3,813 | 5,136 | 3,813 | 5,136 | |
United Kingdom [Member] | |||||
Long-Lived Assets | $ 1,807 | $ 2,333 | $ 1,807 | $ 2,333 | |
[1] | This $7,000 decrease represents the weakening in the translation rate from British Pounds to U.S. dollars and a loss from the original recognition of $447,000 in the 2nd quarter of fiscal 2019. |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue (Details) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Changes in translation rate | $ 7 |
Loss from the original recognition of translation rate | $ 447 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | Oct. 23, 2020 | Nov. 12, 2020 | Sep. 30, 2020 | Oct. 30, 2020 |
Consultant Agreements [Member] | ||||
Stock issued during the period | 46,124 | |||
Stock issued during the period, value | $ 65 | |||
Subsequent Event [Member] | ||||
Stock issued during the period | 3,221,693 | |||
Stock issued during the period, value | $ 5,274 | |||
Offering costs | 166 | |||
Proceeds from issuance of common stock | $ 5,108 | $ 5,274 | ||
Damages, interest and attorneys' fees | $ 1,043 | |||
Subsequent Event [Member] | Consultant Agreements [Member] | ||||
Stock issued during the period | 48,148 | |||
Stock issued during the period, value | $ 65,000 | |||
Hale Capital Partners, LP [Member] | Subsequent Event [Member] | ||||
Due diligence transaction amount | 140 | |||
Settlement amount | 50 | |||
Gain on settlement | $ 90 |