Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-35988 | ||
Entity Registrant Name | Vislink Technologies, Inc. | ||
Entity Central Index Key | 0001565228 | ||
Entity Tax Identification Number | 20-5856795 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 350 Clark Drive | ||
Entity Address, Address Line Two | Suite 125 | ||
Entity Address, City or Town | Mt. Olive, | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07828 | ||
City Area Code | 941 | ||
Local Phone Number | 953-9035 | ||
Title of 12(b) Security | Common Stock, par value $0.00001 | ||
Trading Symbol | VISL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 130.1 | ||
Entity Common Stock, Shares Outstanding | 45,825,089 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 36,231,000 | $ 5,190,000 |
Accounts receivable, net | 9,069,000 | 4,525,000 |
Inventories, net | 11,894,000 | 5,986,000 |
Prepaid expenses and other current assets | 2,470,000 | 814,000 |
Total current assets | 59,664,000 | 16,515,000 |
Right of use assets, operating leases | 1,362,000 | 1,077,000 |
Property and equipment, net | 1,173,000 | 1,138,000 |
Intangible assets, net | 5,921,000 | 1,921,000 |
Total assets | 68,120,000 | 20,651,000 |
Current liabilities | ||
Accounts payable | 3,075,000 | 4,104,000 |
Accrued expenses | 3,155,000 | 2,340,000 |
Notes payable | 99,000 | 25,000 |
Current portion of the PPP loan | 905,000 | |
Operating lease obligations, current | 560,000 | 475,000 |
Due to related parties | ||
Customer deposits and deferred revenue | 2,113,000 | 975,000 |
Derivative liabilities | 22,000 | |
Total current liabilities | 9,002,000 | 8,846,000 |
Long-term portion of PPP loan | 263,000 | |
Operating lease obligations, net of current portion | 1,507,000 | 1,545,000 |
Deferred tax liabilities | 978,000 | |
Total liabilities | 11,487,000 | 10,654,000 |
Stockholders’ equity | ||
Preferred stock – $0.00001 par value per share: 10,000,000 shares authorized at December 31, 2021 and 2020; -0- shares issued and outstanding as of December 31, 2021 and 2020 | ||
Common stock, – $0.00001 par value per share, 100,000,000 shares authorized, 45,825,089 and 21,382,290 shares issued and 45,822,430 and 21,379,631 outstanding at December 31, 2021 and 2020, respectively | ||
Additional paid-in capital | 343,746,000 | 280,273,000 |
Accumulated other comprehensive income | (297,000) | 148,000 |
Treasury stock, at cost – 2,659 shares as of December 31, 2021 and 2020, respectively | (277,000) | (277,000) |
Accumulated deficit | (286,529,000) | (270,147,000) |
Total stockholders’ equity | 56,633,000 | 9,997,000 |
Total liabilities and stockholders’ equity | $ 68,120,000 | $ 20,651,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 45,825,089 | 21,382,290 |
Common Stock, shares outstanding | 45,822,430 | 21,379,631 |
Treasury stock, shares | 2,659 | 2,659 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | $ 33,882,000 | $ 22,882,000 |
Cost of Revenue and operating expenses | ||
Cost of components and personnel | 15,164,000 | 13,867,000 |
Inventory valuation adjustments | 843,000 | 415,000 |
General and administrative expenses | 22,039,000 | 17,024,000 |
Gain on lease termination | (21,000) | |
Research and development | 3,051,000 | 2,698,000 |
Loss on the abandonment of property and equipment | 680,000 | |
Impairment of inventory | 3,801,000 | |
Impairment of right-of-use assets | 895,000 | |
Impairment of goodwill | 9,189,000 | |
Amortization and depreciation | 1,343,000 | 1,411,000 |
Total cost of revenue and operating expenses | 51,629,000 | 40,770,000 |
Loss from operations | (17,747,000) | (17,888,000) |
Other income (expenses) | ||
Changes in fair value of derivative liabilities | 22,000 | 8,000 |
Gain on settlement of related party obligations | 331,000 | |
Gain on settlement of debt | 1,362,000 | 90,000 |
Other income | 5,000 | |
Interest expense, net | (29,000) | (121,000) |
Total other income (expenses) | 1,355,000 | 313,000 |
Net loss | $ (16,392,000) | $ (17,575,000) |
Basic and diluted loss per share | $ (0.38) | $ (1.19) |
Weighted average number of shares outstanding: | ||
Basic and Diluted | 43,484 | 14,811 |
Comprehensive loss: | ||
Net loss | $ (16,392,000) | $ (17,575,000) |
Unrealized loss on currency translation adjustment | (445,000) | (59,000) |
Comprehensive loss | $ (16,837,000) | $ (17,634,000) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member]Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 261,871 | $ 207 | $ (277) | $ (252,572) | $ 9,229 | ||
Balance, shares at Dec. 31, 2019 | 3,594,548 | ||||||
Net loss | (17,575) | (17,575) | |||||
Unrealized loss on currency translation adjustment | (59) | (59) | |||||
Issuance of common stock in connection with: | |||||||
Underwriting equity raises, net of offering costs | 17,346 | 17,346 | |||||
Underwriting equity raise, net of offering costs,shares | 8,583,027 | ||||||
Exercise of common stock warrants | 11 | 11 | |||||
Exercise of common stock warrants,shares | 3,829,885 | ||||||
Exercise of cashless common stock warrants | |||||||
Exercise of cashless common stock warrants,shares | 5,225,913 | ||||||
Stock issuance commitments | 330 | 330 | |||||
Stock issuance commitments,shares | 148,917 | ||||||
Stock-based compensation | 715 | 715 | |||||
Ending balance, value at Dec. 31, 2020 | 280,273 | 148 | (277) | (270,147) | 9,997 | ||
Balance, shares at Dec. 31, 2020 | 21,382,290 | ||||||
Net loss | (16,392) | (16,392) | |||||
Unrealized loss on currency translation adjustment | (445) | (445) | |||||
Issuance of common stock in connection with: | |||||||
Underwriting equity raises, net of offering costs | 59,334 | 59,334 | |||||
Underwriting equity raise, net of offering costs,shares | 24,348,018 | ||||||
Exercise of common stock warrants | 2 | 2 | |||||
Exercise of common stock warrants,shares | 3,811 | ||||||
Exercise of cashless common stock warrants | |||||||
Exercise of cashless common stock warrants,shares | 6,250 | ||||||
Stock issuance commitments | 200 | 200 | |||||
Stock issuance commitments,shares | 87,720 | ||||||
Warrants issued in settlement agreement | 74 | 74 | |||||
Stock-based compensation | 3,863 | 3,863 | |||||
Ending balance, value at Dec. 31, 2021 | $ 343,746 | $ (297) | $ (277) | $ (286,539) | $ 56,633 | ||
Balance, shares at Dec. 31, 2021 | 45,825,089 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows used in operating activities | ||
Net loss | $ (16,392,000) | $ (17,575,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Gain on lease termination | (21,000) | |
Gain on settlement of related party obligations | (331,000) | |
Gain on settlement of debt | (1,362,000) | (90,000) |
Loss on the abandonment of property and equipment | 680,000 | |
Stock-based compensation | 3,863,000 | 715,000 |
Stock issuance commitments | 200,000 | 330,000 |
Warrants issued in settlement agreement | 74,000 | |
Provision for bad debt | 233,000 | 794,000 |
Recovery of bad debt | (310,000) | |
Inventory valuation adjustments | 843,000 | 415,000 |
Impairment of inventory | 3,801,000 | |
Amortization of right of use assets, operating assets | 237,000 | 522,000 |
Impairment of right-of-use assets | 895,000 | |
Impairment of goodwill | 9,189,000 | |
Depreciation and amortization | 1,343,000 | 1,411,000 |
Change in fair value of derivative liabilities | (22,000) | (8,000) |
Changes in assets and liabilities | ||
Accounts receivable | (3,611,000) | 1,539,000 |
Inventory | (3,187,000) | (2,450,000) |
Prepaid expenses and other current assets | 96,000 | 68,000 |
Accounts payable | (2,388,000) | (2,747,000) |
Accrued expenses and interest expense | 231,000 | (315,000) |
Operating lease liabilities | (483,000) | 37,000 |
Deferred revenue and customer deposits | 867,000 | (1,850,000) |
Deferred tax liabilities | 978,000 | |
Due to related parties | (174,000) | |
Net cash used in operating activities | (9,601,000) | (14,354,000) |
Cash flows used in investing activities | ||
Cash acquired from MVP for acquisition | 965,000 | |
Cash used in MVP stock acquisition | (18,311,000) | |
Cash used for property and equipment | (201,000) | (258,000) |
Net cash used in investing activities | (17,547,000) | (258,000) |
Cash flows provided in financing activities | ||
Proceeds received from equity financings | 62,914,000 | 18,546,000 |
Costs incurred in connection with equity financing | (3,580,000) | (1,200,000) |
Proceeds from the exercise of common stock warrants | 2,000 | 11,000 |
Principal payments in connection with working capital financing note | (108,000) | |
Principal payments made on D & O notes payable | (1,024,000) | (419,000) |
Proceeds received from PPP loan | 1,168,000 | |
Net cash provided in financing activities | 58,312,000 | 17,998,000 |
Effect of exchange rate changes on cash | (123,000) | 67,000 |
Net increase in cash | 31,041,000 | 3,453,000 |
Cash, beginning of the period | 5,190,000 | 1,737,000 |
Cash, end of the period | 36,231,000 | 5,190,000 |
Supplemental disclosure of cash payments: | ||
Cash paid during the period for interest | 56,000 | 120,000 |
Supplemental disclosure of non-cash information: | ||
Notes payable recognized on D & O Insurance policy (Note 11) | 1,098,000 | 213,000 |
Common stock issued in connection with: | ||
Services previously accrued | 200,000 | 330,000 |
Warrants issued in settlement agreement | 74,000 | |
ROU assets and operating lease obligations recognized (Note 13): | ||
Operating lease assets recognized | 522,000 | 1,102,000 |
Less: non-cash changes to operating lease assets amortization | ||
amortization | (237,000) | (522,000) |
lease termination | (904,000) | |
impairments | (157,000) | |
ROU assets and operating lease obligations recognized | 285,000 | (481,000) |
Operating lease liabilities recognized | 531,000 | 1,102,000 |
Less: non-cash changes to operating lease liabilities | ||
accretion | (483,000) | (512,000) |
lease termination | (553,000) | |
Operating lease liabilities recognized | $ 48,000 | $ 37,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 — NATURE OF OPERATIONS Vislink, incorporated in the state of Delaware in 2006, is a global technology business specializing in collecting, delivering, and managing high-quality, live video and associated data from the action scene to the viewing screen. Vislink provides solutions for collecting live news, sports, and entertainment events for the broadcast markets. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using various 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 in the terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems delivering a broad spectrum of customer solutions. Live Broadcast: Vislink delivers an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions include video collection, transmission, management, and distribution via microwave, satellite, cellular, I.P. (Internet Protocol), MESH, and bonded cellular/5G networks. We also provide solutions that utilize A.I. (Artificial Intelligence) technologies to provide automated coverage of news and sporting events. With over 50 years in operation, Vislink has the expertise and technology portfolio to deliver fully integrated, seamless, end-to-end solutions. Industry-wide contributors acknowledge Vislink’s live broadcast solutions. The transmission of a vast majority of all outside wireless broadcast video content uses our equipment, with over 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 surveillance and defense markets’ operational and industry challenges. Vislink solutions are specifically designed with interagency cooperation in mind, utilizing the internationally-recognized I.P. platform and a web interface for video delivery. Vislink provides comprehensive video, audio, and data communications solutions to law enforcement and the 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 including established infrastructure and exceptionally remote regions, making valuable video intelligence available regardless of location. Vislink public safety and surveillance solutions are deployed worldwide, including throughout the U.S., Europe, and the Middle East, at the local, regional, and federal levels of operation, a criminal investigation, crisis management, mobile command posts, and field operations. Satellite Communications Over 30 years of technical expertise supports Vislink’s satellite solutions. These solutions ensure robust, secure communications while delivering low transmission costs for any organization that needs high-quality, reliable satellite transmission. We offer turnkey solutions that begin with state-of-the-art coding, compression, engine modulation 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 globally, with over 2,000 systems deployed by governments, militaries, and broadcasters alike. Connected Edge Solutions: Vislink offers the hardware and software solutions needed to acquire, produce, contribute, and deliver video over all private and public networks with the Mobile Viewpoint acquisition. Connected edge solutions aid the video transport concept of utilizing ubiquitous IP networks and cloud-scale compute across 5G, WiFi6, Mesh, and COFDM-enabled networks. These solutions include: ● Live video encoding, stream adaptation, decode and production solutions ● Remote production workflows ● Wireless cameras ● AI-driven automated production ● Ability to contribute video over: ● Bonded cellular (3G and 4G) ● Satellite ● Fiber ● Emerging networks, including 5G and Starlink VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity And Financial Condition | |
LIQUIDITY AND FINANCIAL CONDITION | NOTE 2 — LIQUIDITY AND FINANCIAL CONDITION The Company incurred an approximate $ 17.7 million loss from operations and $ 9.6 million of cash used in operating activities for the year ended December 31, 2021. The Company had $ 50.7 million in working capital, $ 286.5 million in accumulated deficits, and $ 36.2 million of cash on hand as of December 31, 2021. During the year ended December 31, 2021, the Company issued 6,163,198 12,600,000 4,500,000 On February 8, 2021, the Company completed an underwritten public offering for net proceeds of $ 46,820,000 18,181,820 9,090,910 five 3.25 The enduring effect of the COVID-19 pandemic, including the advent of Delta and Omicron variants, plus the uncertainty of possible future variants, may subject the Company to particular challenges of its business, financial condition, results of operations, and cash flows. The unpredictability of the pandemic’s scope, severity, duration, and actions implemented to alleviate its direct and indirect economic effects and containment measures provides no assurances that the pandemic will not have material adverse repercussions on the Company’s operations, liquidity, financial condition, and any residual unfavorable consequences to global economics. The Company bases its evaluation on possibilities that may prove wrong and could exhaust our available capital resources sooner than we expect. Developments may take place, including those beyond our control, that would cause us to consume our available capital more quickly, including but not limited to those relating to the markets in which we compete or wish to enter, strategic acquisitions, our market strategy, our research and development activities, regulatory matters, and technology and product innovations. Notwithstanding these risks and uncertainties, based on management’s liquidity preservation program and proactive spending reductions implemented in the fiscal year 2020, as well as the capital injections discussed above, the Company believes it will have sufficient funds to continue its operations for at least twelve months from the date of these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Combinations The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions. Principles of Consolidation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. 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 US Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions upon the consolidation of our subsidiaries. Segment Reporting The Company identifies operating segments as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision-makers, or decision-making group, in deciding how to allocate resources and assess performance. The Company’s decision-making group is the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as one operating segment with different product offerings. All long-lived assets of the Company reside in the U.S., the U.K., and the Netherlands. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates The preparation of the 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 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 consolidated financial statements include the useful lives of property, plant, and equipment, the useful lives of right-of-use assets, the useful lives of intangible assets, 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. 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. Global events, including global health concerns, like the COVID-19 pandemic, could also result in social, economic, and labor instability in the countries in which we operate or where the third parties with whom we engage, including sites of manufacturing facilities of our third-party contract manufacturers. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic and information continues to evolve. The COVID-19 pandemic fluctuations, global supply chain challenges, employment pressures in various industry sectors, and related economic repercussions have created significant uncertainty. Policymakers worldwide have responded with fiscal policy actions to support their industries and economies, but these interventions’ magnitude and overall effectiveness remain uncertain. Although capital markets and economies worldwide improved during the second and third quarters from the initial negative impacts of the COVID-19 pandemic, there remains uncertainty around the strength and timing of global economic recoveries, which could cause a local or global economic recession. Such economic disruption could have a material adverse effect on our business. International security issues and adverse developments such as the current political tension between Russia, Ukraine, and potentially western security alliances could adversely affect global trade and economic activity. We monitor developments in Ukraine and the related export controls and financial and economic sanctions imposed on specific industry sectors and parties in Russia by the U.S., the U.K., the European Union, and others. Although we do not presently foresee direct material adverse effects upon our business, financial condition, or results of operations due to developments in Ukraine and the consequent controls and sanctions, these factors may affect companies in many sectors. They could lead to increased market volatility and uncertainty, affecting us in turn. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company did not have any cash equivalents on hand as of December 31, 2021 and 2020. Concentrations The Company does not have any off-balance-sheet concentrations of credit risk. Credit risk is that the counterparty will default on its contractual obligations, resulting in a company’s financial loss. The Company’s credit risk is primarily attributable to its cash and accounts receivables. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts held within the United States up to $ 250,000 85,000 100,000 On December 31, 2021, and 2020, the Company had approximately $ 35.2 3.9 Management assesses their credit quality for customers, considering their financial position and historical experience. For the year ended December 31, 2021, the Company recorded sales to two customers of $ 10,467,000 31 6,337,000 19 4,204,000 46 2,613,000 39 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to its customers in the ordinary course of business. Further, the Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customer’s ability to make required payments, prevailing economic conditions, previous experience, and other factors. As these factors’ financial situation changes, circumstances develop, or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for credit losses, and losses have been within its expectations. Inventories Inventories consist of raw materials, work-in-process, and finished goods and are recorded 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 completion, disposal, and transportation costs. The Company evaluates inventory balances and either write down obsolete inventory or records a reserve for slow-moving or excess inventory based on net realizable value analysis. Property and Equipment Property and equipment are presented at cost at the date of acquisition, less depreciation. Depreciation is computed using the straight-line method over estimated useful asset lives, ranging from 1 14 Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination under the acquisition method of accounting under ASC 805 “Business Combinations” (see Note 4). Goodwill is not amortized but, per ASC 350, is tested for impairment annually. Goodwill is also tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Judgment is involved in determining if an indicator of impairment has occurred during the course of a year. When testing goodwill for impairment, we may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, we may bypass this qualitative assessment for some or all of our reporting units and perform step 1 of the two-step goodwill impairment test. If we perform step 1 and the reporting unit’s carrying amount exceeds its fair value, we will perform step 2 to measure such impairment. We have completed our annual impairment test and recorded $ 9,189,000 Intangible Assets Patents and licenses: Patents and licenses, measured initially at purchase cost, are included in intangible assets on the Company’s balance sheet and are amortized on a straight-line basis over their estimated useful lives of 18.5 20 668,000 671,000 Other intangible assets: The Company’s remaining intangible assets include the trade names, technology, and customer lists acquired in its acquisition of IMT, Vislink, and MVP. A third-party appraiser determined the value of these acquired assets for these business combinations. Absent an indication of fair value from a potential buyer or similar specific transactions, we have determined that using the methods employed provided a reasonable estimate in reporting the values assigned. The Company amortizes intangible asset costs over their useful lives of 3 15 257,000 330,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) Warranty Reserve Although the Company tests its product under its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Required revisions to the estimated warranty liability will occur should actual product failure rates or service costs differ from the Company’s estimates, where applicable, based on limited historical data. The claims made during the year ended December 31, 2021, and 2020 were ordinary and customary. The warranty reserve is included in accrued expenses on the accompanying consolidated balance sheets and cost of components in the accompanying consolidated statement of operations. SCHEDULE OF PRODUCT WARRANTY LIABILITY Warranty Reserve December 31, 2019 $ 335,000 Warranty reserve expense 8,000 Warranty claims settled and true-up of accrual (60,000 ) December 31, 2020 $ 283,000 Warranty reserve expense — Warranty claims settled and true-up of accrual (152,000 ) December 31, 2021 $ 131,000 Shipping and Handling Costs The Company invoices its shipping and handling charges to the customer, and we net these charges against the respective costs within general and administrative expenses. For the years ended December 31, 2021, and 2020, the shipping and handling costs incurred were $ 581,000 432,000 Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other freestanding financial instruments as equity if the contracts (i) require physical settlement or net-share settlement in common stock or (ii) give the Company a choice of net-cash settlement or settlement in common stock (physical settlement or net-share settlement). The Company classifies the following contracts as either an asset or a liability: contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in common stock (physical settlement or net-share settlement) or (iii) contain reset provisions. The Company assesses the classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Treasury Stock Treasury stock is recorded at cost upon the repurchasing of common shares. The cost method is used upon the re-issuance of shares. Under U.S. GAAP, the excess of the acquisition cost over the re-issuance price of the treasury stock, if any, is recorded to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. The Company charges the accumulated deficit for any excess. VISLINK TECHNOLOGIES, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) 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 recognition 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. The value-added sales taxes and other charges we collect concurrent with revenue-producing activities are excluded from income. Remaining Performance Obligations The remaining performance obligations, or backlog, represent 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. Research and Development Expenses As the Company performs research, design, and development activities, we charge these costs to research and development expenses in the Consolidated Statements of Operations and Comprehensive Loss. These expenses consist primarily of salary and benefit expenses, including stock-based compensation and payroll taxes for employees and contractors’ costs engaged in research, design, development activities, prototypes, facilities, and travel costs. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) Stock-Based Compensation The Company accounts for stock compensation with persons classified as employees for accounting purposes under 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, and the fair value of common stock issued for services is determined based on the Company’s stock price on the issuance date. The expansion of Topic 718 fell under ASU 2018-07 to include share-based payment transactions for acquiring goods and services from nonemployees. The measurement date for equity-classified nonemployee share-based payment awards is no longer at the earlier date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, the grant date is now considered the measurement date. Under today’s guidance, the measurement of nonemployee share-based payment awards with performance conditions is at the lowest aggregate fair value, often resulting in a zero value. The new ASU aligns the accounting for nonemployee 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 to measure the nonemployee share-based payment awards. The new ASU allows entities to make an award-by-award election to use the expected duration (consistent with employee share-based payment awards) or the contractual term for nonemployee awards. Stock-Option Awards — Time-based and performance-based Under ASC Topic 718, the compensation cost is measured based on an award’s fair value at the grant’s date for the time vested option award using the Black Scholes-Merton formula as a valuation technique. The Company used the U.S. Treasury note’s rate over the expected option term for the risk-free rate. Employees’ expected term represents the period that options granted are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide a reasonable basis for estimating the expected term. For nonemployee options, the expected term is the entire term of the option. Expected volatility is based on the average weekly share price changes over the shorter expected term or the period from the Nasdaq Capital Markets Exchange placement 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 Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to 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. Restricted Stock Unit Awards (“RSUs”) — Time Based Under ASC 718, the exercise price for RSUs is determined using the fair market value of the Company’s common stock on the date of the grant. For an award with graded vesting subject only to a service condition (e.g., time-based vesting), ASC 718-10-35-8 provides an accounting policy choice between either graded vesting attribution or straight-line attribution. The Company elects the graded vesting method, recognizing compensation expense for only the portion of awards expected to vest. Forfeitures of time-based units and awards are recognized as they occur. Stock-based compensation costs are calculated using the closing stock price on the grant date to estimate time-based restricted stock units’ fair value. Restricted Stock Unit Awards (“RSUs”) — Performance-Based The accruals of compensation cost for an award with a performance condition are related to that performance condition’s probable outcome. Under ASC 718, a “performance condition” is the achievement of a specified target that is defined by referring to the employer’s operations or activities, such as an option that vests if the employer’s growth rate increases by a certain amount or there are the attainment of regulatory approval for a product. There is an accrual of compensation cost upon the likely achievement of the performance condition, and there is no accrual if the accomplishment of the performance condition is not probable. The exercise price for RSUs is determined using the fair market value of the Company’s common stock on the date of the grant. Stock-based compensation costs are calculated using the closing stock price on the grant date to estimate performance-based restricted stock units’ fair value. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) 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 real estate contracts. 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 determined 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 December 31, 2021. Impairment and Abandonment Impairment of inventory: Under the Company’s strategic initiative plan, management recognized that certain items were not moving due to the diminishing consumer demand and lack of profitability. As part of our product rationalization program, a decision to eliminate specific product lines resulted in recognizing an impairment loss of approximately $- 0 3.8 Impairment of long-lived assets: Management reviews long-lived assets, including property, plant, equipment, other intangible assets with definite lives, and right-of-use operating lease assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. We conduct the Company’s long-lived asset impairment analyses under ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. The contemplation of measuring an impairment charge occurs if the undiscounted cash flows do not indicate the asset’s carrying amount is recoverable, by which the asset group’s carrying amount exceeds its fair value based on discounted cash flow analysis appraisals. Under Topic 360, consideration is given to asset impairment, for intangible assets with definite lives continue to be amortized over their estimated useful lives and are subject to impairment testing as part of their asset group if and when events or changes in circumstances indicate. In the performance of the impairment tests, management utilizes a considerable amount of judgment and assumptions. As part of the Company’s strategic initiative plan, including the consolidation and elimination of specific facilities, it was determined that specific property and equipment were no longer useful, concluding they held no future economic benefit. For the years ended December 31, 2021, and 2020, the Company recognized a loss on property and equipment abandonment of approximately $- 0 0.7 Right-of-use operating lease abandonment: As part of the Company’s consolidating effort, management decided to vacate specific locations and scaled-down square footage usage on another. The economic environment of these locations precluded the action of sub-letting unused sites and determining them abandoned. Under ASC 360, leased space abandonment is an impairment indicator, and the Company assessed the lease ROU assets for impairment. For the years ending December 31, 2021, and 2020, we recognized a loss on impairment of right-of-use assets of approximately $- 0 0.9 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) Income Taxes Under ASC 740, as part of our consolidated financial statements, it is required to estimate our income tax provision (benefit) in each jurisdiction in which we operate. The Company uses the asset and liability method of accounting for income taxes. The recognition of deferred income tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases fall under this method. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years these temporary differences are expected to be recovered or settled. The recognition of the effect on deferred tax assets and liabilities of a change in tax rates in income is in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which management cannot conclude that it is more likely than not that such deferred tax assets will be realized. The Company will file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, it is more likely than not sustainable upon audit based upon the position’s technical merits. It involves identifying potential uncertain tax positions, evaluating applicable tax laws, and assessing whether the liability for uncertain tax positions is necessary. The Company’s policy is to classify assessments, if any, for tax-related interest expense and penalties as general and administrative expenses. Advertising Costs Advertising costs are charged to operations as incurred. Advertising costs amounted to approximately $ 139,000 114,000 Sales Tax and Value Added Taxes The Company accounts for sales taxes and value-added taxes imposed on its goods and services on a net basis. 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 basic loss per share calculation divides the net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period, without considering common stock equivalents. The diluted loss per share calculation is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants, outstanding 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): SCHEDULE OF ANTI-DILIUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM THE CALCULATION OF LOSS PER SHARE For the Years Ended December 31, 2021 2020 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 1,553 56 Warrants 9,210 178 Total 10,763 234 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) Foreign Currency and Other Comprehensive (Loss) Gain We have two foreign subsidiaries, one in the United Kingdom and the other in the Netherlands, and their functional currencies are British Pounds and Euros, respectively. The translation from the respective foreign currency to United States Dollars (“US Dollars”) 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. We included gains or losses resulting from such translation as a separate component of accumulated other comprehensive (loss) income. We record gains or losses resulting from foreign currency transactions in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered a long-term investment accumulated and credited or charged to other comprehensive income. Transaction gains and losses are recognized in our operations’ results based on the difference between the foreign exchange rates on the transaction date and the reporting date. The foreign currency exchange gains and losses are included as a component of general and administrative expenses 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: SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME For the Years Ended December 31, 2021 2020 Net foreign exchange transactions: Losses $ 100,000 $ 27,000 Net foreign exchange transactions: Losses $ 100,000 $ 27,000 Accumulated comprehensive income: Unrealized losses on currency translation adjustment $ 445,000 $ 59,000 Accumulated comprehensive income: Unrealized losses on currency translation adjustment $ 445,000 $ 59,000 The exchange rates adopted for the foreign exchange transactions are exchange rates, as quoted on OANDA, a Canadian-based foreign exchange company and internet website providing currency conversion, online retail foreign exchange trading, online foreign currency transfers, and forex information. The Company translated amounts from British Pounds into United States Dollars and Euros to British Pounds at the following exchange rates for the respective periods: ● As of December 31, 2021 – £ 1.351043 1.00 0.839362 1.00 ● The average exchange rate for the year ended December 31, 2021 – £ 1.375369 1.00 0.850858 1.00 ● As of December 31, 2020 – British Pounds $ 1.364900 1.00 ● The a |
ACQUISITION OF MOBILE VIEWPOINT
ACQUISITION OF MOBILE VIEWPOINT CORPORATE B.V. | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF MOBILE VIEWPOINT CORPORATE B.V. | NOTE 4 – ACQUISITION OF MOBILE VIEWPOINT CORPORATE B.V. On August 16, 2021, the Company, through a wholly-owned subsidiary, entered into a stock purchase agreement with Triple I.T. Corporate B.V., a private company incorporated in the Netherlands, under which the Company acquired 100 14,824,278 17.5 0.85 717,785 The Company accounts for the acquisition under the acquisition method under ASC 805 “Business Combinations,” and we elected not to apply pushdown accounting upon the purchase of MVP. Therefore, we chose to recognize the preliminary historical basis of MVP’s acquired assets and liabilities. We identity any excess of the consideration paid in excess of the net assets acquired in the table below. In addition, we recorded approximately $ 1.6 The Company received a final valuation report from our third-party appraiser regarding allocating the consideration paid in excess of the net assets acquired. Additionally, the Company received an updated list of certain assets and liabilities acquired on August 16, 2021. Under ASC 805, we recorded measurement period adjustments under the previously mentioned revisions. The following table summarizes the allocation of the historical value of the assets and liabilities as of the acquisition date, allocation of the consideration paid in excess of net assets acquired, relative useful lives, and amortization method of the listed intangible assets. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – ACQUISITION OF MOBILE VIEWPOINT CORPORATE B.V. (continued) SCHEDULE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED As Initially Reported Measurement Period Adjustments As Adjusted Fair value of consideration transferred: Cash $ 18,311,000 $ — $ 18,311,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 965,000 $ — $ 965,000 Accounts receivable, net 911,000 — 911,000 Inventories, net 2,534,000 1,231,000 3,765,000 Prepaid expense and other assets 625,000 — 625,000 Property and equipment, net 149,000 (112,000 ) 37,000 Accounts payable (507,000 ) — (507,000 ) Accrued expenses (551,000 ) — (551,000 ) Customer deposits and deferred revenue (293,000 ) — (293,000 ) Deferred tax liabilities 978,000 978,000 Total identifiable net assets $ 3,833,000 $ 2,097,000 $ 5,930,000 Consideration paid $ 18,311,000 $ — $ 18,311,000 Total identifiable assets acquired 3,833,000 2,097,000 5,930,000 Excess of consideration paid over net assets acquired $ 14,478,000 $ (2,097,000 ) $ 12,381,000 Preliminary allocation of the consideration paid in excess of the net assets acquired: Trade name $ 730,000 $ 70,688 $ 800,688 Proprietary technology 1,850,000 282,749 2,132,749 Customer relationship 3,723,000 (1,508,003 ) 2,214,997 Goodwill 8,175,000 1,013,566 9,188,566 Total intangible assets acquired $ 14,478,000 $ 4,053,000 $ 14,337,000 As a result of the updated purchase price allocations for the MVP acquisition on August 16, 2021, specific fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments resulted from our external valuation specialists’ updated valuation reports and appraisals and revisions to internal account classifications. The changes from the final valuation report included an increase of $ 1.23 0.07 .028 0.04 1.51 0.11 0.11 Intangible assets acquired: The Purchaser acquired intangible assets from MVP as a result of the Transaction. The Tradename, Proprietary Technology, and Customer Relationships are intangible assets noted to have a finite life while Goodwill has an indefinite life span. The finite life intangible assets will be amortized using the straight-line method of the respective lives of each asset, while the indefinite life intangible assets will not be amortized. Based thereon, below are the acquired intangibles with their relative useful lives and method of amortization: SCHEDULE OF ACQUIRED INTANGIBLE WITH THEIR RELATIVE USEFUL LIVES Intangible Asset Useful Life Amortization Method Tradename 15 Straight-line Proprietary Technology 5 Straight-line Customer Relationships 10 Straight-line Goodwill Indefinite N/A VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – ACQUISITION OF MOBILE VIEWPOINT CORPORATE B.V. (continued) The following presents the unaudited Pro-forma combined results of operations of Vislink with MVP as if the combination of the entities occurred on January 1, 2020. SCHEDULE OF UNAUDITED PRO-FORMA COMBINED RESULTS OF OPERATIONS For the Years Ended December 31, 2021 2020 Revenues, net $ 36,843 $ 29,282 Net income (loss) allocable to common stockholders $ (16,173 ) $ (17,575 ) Net income (loss) per share $ (0.37 ) $ (1.15 ) Weighted average number of shares outstanding 43,484 14,811 The unaudited Pro-forma results of operations are presented for information purposes only. The unaudited Pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2020, or to project potential operating results as of any future date or for any future periods. The revenue and earnings of MVP since the acquisition date included in the consolidated statements of operations and comprehensive loss amount to approximately $ 2.3 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable | |
ACCOUNTS RECEIVABLE | NOTE 5 — ACCOUNTS RECEIVABLE Accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2021 December 31, 2020 Accounts receivable $ 10,327,000 $ 6,061,000 Allowance for doubtful accounts (1,258,000 ) (1,536,000 ) Net accounts receivable $ 9,069,000 $ 4,525,000 During the years ended December 31, 2021, and 2020, the Company incurred bad debt expenses of $ 247,000 794,000 324,000 0 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6 — INVENTORIES Inventories included in the accompanying consolidated balance sheet are stated at the lower of cost or market as summarized below: SCHEDULE OF INVENTORIES December 31, 2021 December 31, 2020 Raw materials $ 11,308,000 $ 8,053,000 Work-in-process 2,105,000 1,542,000 Finished goods 5,011,000 4,511,000 Sub-total inventories 18,424,000 14,106,000 Less reserve for slow-moving and excess inventory (6,530,000 ) (8,120,000 ) Total inventories, net $ 11,894,000 $ 5,986,000 Inventory valuation adjustments consist primarily of written-off items due to obsolescence or reserved for slow-moving or excess inventory. The Company recorded inventory valuation adjustments of $ 843,000 415,000 0 3,800,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 — PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life December 31, (Years) 2021 2020 Cost: Furniture and fixtures 1 10 $ 282,000 $ 277,000 Leasehold improvements (a) 1 14 439,000 272,000 Computers, software, and equipment 1 11 2,813,000 2,684,000 3,534,000 3,234,000 Accumulated depreciation (2,361,000 ) (2095,000 ) Property and equipment, net $ 1,173,000 $ 1,138,000 Depreciation of property and equipment amounted to $ 195,000 410,000 As part of the Company’s strategic initiative plan, we concluded that the future economic benefit of specific property and equipment for the Company’s operations no longer holds value and abandoned approximately $ 1,031,000 681,000 (a) The shorter of economic life or remaining lease term. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 8 — GOODWILL Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible, and intangible assets acquired and liabilities assumed in a business combination (see Note 4). Under ASC 350, the Company chose the option first to assess qualitative factors to determine whether it is necessary to perform the first step of the two-step goodwill impairment test. The Company assessed qualitative factors to determine if it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. In other words, it was not required to calculate the fair value of a reporting unit. As part of the MVP acquisition on August 16, 2021, we engaged a valuation analyst to estimate the fair value of specific assets acquired by performing appropriate valuations procedures. The valuation analyst expressed the results of the valuation engagement in a report in the late fourth quarter of 2021. As a result of the acquisition, the report concluded that the amount paid in excess of the net asset acquired relates to finite intangible assets with a remaining amount allocated to goodwill. Under ASC 350, “Goodwill and other,” we completed our annual goodwill impairment test as of December 31, 2021, we elected to perform a quantitative assessment to determine if it was more likely than not (that is, a likelihood of more than 50 percent) that the fair value of our reporting unit was less than its carrying value as of the test date. Our assessment recognized a decline in our market capitalization due to unfavorable changes in the market and the rise in inflation as “triggering event” conditions increasing the risk of impairment. Based on the quantitative assessment, we concluded that the carrying amount of our reporting unit exceeded the fair value. As a result, we recorded $ 9,189,000 The following table illustrates goodwill for the years ended December 31, 2021, and 2020: SCHEDULE OF GOODWILL 12/31/21 12/31/20 Beginning balance $ — $ — Additions 8,211,000 — Deferred tax liabilties associated with MVP acquistion 978,000 — Impairments (9,189,000 ) — Ending balance $ -0- $ — VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 9 — INTANGIBLE ASSETS The following table illustrates finite intangible assets as of December 31, 2021, and 2020: SCHEDULE OF INTANGIBLE ASSETS Proprietary Technology Patents and Licenses Trade Names & Technology Customer Relationships Accumulated Accumulated Accumulated Accumulated Cost Amortization Cost Amortization Cost Amortization Cost Amortization Net Balance, 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 — — — (671,000 ) — (224,000 ) — (106,000 ) (1,001,000 ) Balance, December 31, 2020 $ — $ — $ 12,378,000 $ (11,175,000 ) $ 1,450,000 $ (914,000 ) $ 2,880,000 $ (2,698,000 ) $ 1,921,000 Additions 2,132,000 — — — 801,000 — 2,215,000 — 5,148,000 Amortization — (223,000 ) — (668,000 ) — (138,000 ) — (119,000 ) (1,148,000 ) Balance, December 31, 2021 $ 2,132,000 $ (223,000 ) $ 12,378,000 $ (11,843,000 ) $ 2,251,000 $ (1,052,000 ) $ 5,095,000 $ (2,817,000 ) $ 5,921,000 Proprietary Technology: The Company amortizes proprietary technology over their useful lives of 3 5 Patents and Licenses: The Company amortizes filed patents and licenses over their useful lives, ranging between 19.8 20 Trade Name and Technology: The Company amortizes these other intangible assets over their estimated useful lives of 3 15 The Company has recognized net capitalized intangible costs as follows: SCHEDULE OF CAPITALIZED INTANGIBLE COSTS December 31, December 31, 2021 2020 Proprietary Technology $ 1,910,000 $ — Patents and Licenses 535,000 1,203,000 Trade Names and Technology 1,198,000 536,000 Customer Relationships 2,278,000 182,000 $ 5,921,000 $ 1,921,000 The Company has recognized the amortization of intangible assets as follows: SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS For the Years Ended December 31, 2021 2020 Proprietary Technology $ 223,000 $ — Patents and Licenses 668,000 671,000 Trade Names and Technology 138,000 224,000 Customer Relationships 119,000 106,000 $ 1,148,000 $ 1,001,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 — INTANGIBLE ASSETS (continued) The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 5.3 years. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS 2021 Period ending December 31, 2022 $ 1,193,000 2023 656,000 2024 656,000 2025 656,000 2026 567,000 Thereafter 2,193,000 Finite-Lived Intangible Assets, Net, Total $ $5,921,000 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 10 — ACCRUED EXPENSES Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES December 31, 2021 December 31, 2020 Compensation $ 2,069,000 $ 512,000 Commissions 29,000 224,000 Warranty 130,000 284,000 Rent 185,000 — Accrued expenses other 687,000 1,255,000 Deferred Equity 55,000 65,000 Accrued expenses $ 3,155,000 $ 2,340,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 11 — NOTES PAYABLE The table below represents the Company’s notes payable as of December 31, 2021, and 2020 SCHEDULE OF NOTES PAYABLE Principal 12/31/21 12/31/20 $ — $ 25,000 On April 13, 2020, the Company entered into a D & O insurance policy agreement for a $ 250,000 38,000 230,000 5.95 25,000 25,000 600 4,700 $ — $ 25,000 On April 5, 2021, the Company renewed its D & O insurance policy and increased the premium to approximately $ 1,098,000 225,000 872,000 5.25 99,000 19,000 0 99,000 -0- $ 99,000 $ 25,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
PAYROLL PROTECTION PROGRAM LOAN
PAYROLL PROTECTION PROGRAM LOAN | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
PAYROLL PROTECTION PROGRAM LOAN | NOTE 12 – PAYROLL PROTECTION PROGRAM LOAN On April 10, 2020, the Company received $ 1,168,000 1.0 April 5, 2022 Management accounted for the governmental grant under Topic ASC 470. The Company has recognized a liability for the total amount of the proceeds received. The $ 1,168,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 13 — 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 six months 3.6 On December 31, 2021, the Company recorded approximately $ 1.36 1.03 2.07 0.56 1.51 3.8 9.3 Adjustments for straight-line rental expense for the respective periods was not material. The majority of costs recognized are 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, taxes, and variable service charges on leased properties were immaterial. Besides, we have the right to renew individual leases for various renewal terms, but no obligation. The following represents lease activity for the year ending December 31, 2021 Lutton, UK On February 1, 2021, the Company entered into a one-year lease for 600 square feet of administrative office space in Lutton, UK, commencing on February 1, 2021, and terminating on January 31, 2022, for £1,674 or approximately $2,290 monthly Dubai, UAE On May 24, 2021, the Company renewed its lease for office space commencing on July 3, 2021, and terminating on July 2, 2022, for 976 square feet of administrative office space in Dubai Studio City, UAE, for AED 5,995 or approximately $1,620 monthly Mount Olive, NJ On November 1, 2021, the Company entered into a lease agreement with a non-affiliated third party (the “Landlord”) to rent approximately 7,979 10,869 3.0 522,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 — LEASES (continued) The following represents lease activity for the year ending December 31, 2020: Billerica, MA On January 20, 2020, the Company terminated its former lease agreement and removed approximately $ 904,000 553,000 371,000 21,000 On January 24, 2020, the Company negotiated a new lease agreement with the landlord at our Billerica location, decreasing the required square footage to be 8,204 39,327 79 December 31, 2026 15,300 62 546,000 Hackettstown, New Jersey On April 28, 2020, the Company negotiated two new leases for office and storage space, which expired on April 29, 2020 one April 30, 2021 Singapore On July 3, 2020, the Company negotiated a new lease agreement with the landlord, maintaining 950 August 9, 2023 400 14 82,000 Hemel, U.K Under the original lease agreement dated April 28, 2017, a “break clause” signifying a “break date” of October 28, 2020, sighted the following: the Company may terminate this lease on the “break date” by giving the landlord such notice within six months of the “break date.” At the lease’s commencement, it was not reasonably sure if the Company would exercise its right by the break clause’s date. These measures upheld the determination of the lease’s noncancellable period upon adopting ASC 842 on January 1, 2019. The remaining lease term of 22 months helped calculate the remaining lease payments’ net present value assigned to the right-of-use asset and operating lease liability upon the adoption date. Neither party exercised their unilateral termination rights by the “break date,” triggering a lease extension. Both parties’ inaction creates new enforceable rights and obligations in the extended period ending on the lease agreement term of October 27, 2023. Under ASC 842, if neither party exercises its termination rights, a new lease term exists and is treated as a modification under a separate contract. As a result, the Company recognized approximately $ 474,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 — LEASES (continued) Abandonment of right-of-use operating lease assets No right-of-use operating lease assets were abandoned for the year ended December 31, 2021. For the year ended December 31, 2021, the Company experienced the following: Under the Company’s strategic initiative plan, management evaluated specific locations’ financial feasibility in sync with our workforce requirements. We decided to consolidate sites, vacate others, and reduce square footage usage. The following highlights the outcome of our assessments: ● The Company vacated the former corporate headquarters in Sarasota, FL, during the fiscal year 2020. The corporate headquarters location is in Hackettstown, New Jersey. ● The Company elected to evacuate our Hemel, UK establishment in the fourth quarter of the fiscal year 2020. Management tasked movement of remaining personnel and inventory to our Waterside House, UK locale. ● The Company chose to close its location in Anaheim, CA, in the fourth quarter of the fiscal year 2020, halting operations completely, parting with its workforce, and vacating the premises. ● During the fourth quarter of 2020, the Company downsized its square footage capacity to 2,000 8,204 The Company followed the abandonment guidance in ASC 360-10-35-47 through 35-48 to a right-of-use (“ROU”) asset if a lessee decides to abandon an underlying asset. Abandonment means ceasing to use the underlying asset and lacking either the intent or the ability to sublease the underlying asset. Management notes that this is the case with the properties mentioned above. The decision to abandon the ROU assets is akin to impairment. Accordingly, lease impairment charges related to the right-of-use operating assets for the year ended December 31, 2020, totaled approximately $ 895,000 The following table illustrates approximate specific operating lease data for years ended December 31, 2021, and 2020: SCHEDULE OF OPERATING LEASE DATA For the Years Ended December 31, 2021 2020 Lease cost: Operating lease cost $ 472,000 $ 687,000 Short-term lease cost 417,000 476,000 Variable lease cost — — Sublease income — (97,000 ) Total lease cost $ 889,000 $ 1,066,000 Cash paid for amounts in lease liabilities: Operating cash flows from operating leases $ 635,000 $ 774,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 1,102,000 Weighted-average remaining lease term—operating leases 3.8 4.2 Weighted-average discount rate—operating leases 9.3 % 9.1 % VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 — LEASES (continued) Maturities of our operating lease liabilities were as follows as of December 31, 2021: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES Amount 2022 $ 724,000 2023 657,000 2024 507,000 2025 312,000 2026 250,000 Thereafter 12,000 Total undiscounted operating lease payments 2,462,000 Less: amount representing an imputed interest 395,000 Total present value of operating lease liabilities 2,067,000 Less: Current operating lease liabilities 559,000 Non-current operating lease liabilities $ $1,508,000 The table below lists the location and lease expiration date from 2022 through 2027: SCHEDULE OF LEASE OBLIGATIONS ASSUMED Location Square Footage Lease-End Date Approximate Colchester, U.K. – Waterside House 16,000 Mar 2025 $ 878,000 Singapore 950 July 2023 50,000 Sarasota, FL 1,205 Sep 2022 26,000 Billerica, MA 2,000 Dec 2026 513,000 Hemel, UK 12,870 Oct 2023 322,000 Mount Olive, NJ 7,979 Jan 2027 673,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 — 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 consulting services concerning specific legal matters. Lastly, the Company negotiated the final settlement of a remaining balance due to MBMG of nearly $ 561,000 230,000 331,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14 — RELATED PARTY TRANSACTIONS (continued) The following table represents a summary of related party transactions year ended December 31, 2021, and 2020: SCHEDULE OF RELATED PARTY TRANSACTIONS 2021 2020 For the years ended December 31, 2021 2020 Consulting fees incurred, recurring $ — $ 200,000 Consulting fees incurred, non-recurring $ — $ 120,000 Amounts repaid to MBMG in cash $ — $ * 825,000 * includes a final settlement in the amount of $ 230,000 The Company recorded fees incurred 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 balance outstanding to MBMG on December 31, 2021, and 2020 were $- 0 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 15 — 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 with 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 used in connection with the valuation of the warrants exercisable into common stock for the years ended on December 31, 2021, and 2020: SCHEDULE OF VALUATION AND WARRANTS EXERCISABLE December 31, 2021 2020 Number of shares underlying the warrants 66,341 75,855 The fair market value of stock $ 1.18 $ 1.32 Exercise price $ 60.00 150.00 $ 0.906 827.78 Volatility 96.90 101.00 % 70 179 % Risk-free interest rate 0.19 0.39 % 0.09 0.19 % Expected dividend yield — — Warrant life (years) 0.6 1.4 0.4 2.4 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 — DERIVATIVE LIABILITIES (continued) 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. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant in measuring the liabilities’ fair value. The company’s accounting and finance department’s responsibility is to develop and determine the unobservable inputs for Level 3 fair value measurements and fair value calculations. 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 operations statements 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: SCHEDULE OF CHANGES IN FAIR VALUE OF LEVEL 3 FINANCIAL LIABILITIES 2021 2020 For the Years Ended December 31, 2021 2020 Beginning balance $ 22,000 $ 30,000 Change in fair value of derivative liabilities (22,000 ) (8,000 ) Ending balance $ — $ 22,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 16 — STOCKHOLDERS’ EQUITY Preferred Stock In March 2013, the issuance of 10.0 0.00001 The following shares were designated as authorized: ● Three million shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) on December 31, 2014. ● Three million shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) on February 11, 2015. ● Three million shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) on February 24, 2015. On February 5, 2016, the Company terminated the Series A Preferred Stock and Series C Preferred Stock and increased the number of designated shares of Series B Preferred Stock to 5,000,000 Five Five Series D Convertible Preferred Stock Stated Value The Series D Preferred Stock’s stated value is $ 1.00 Ranking The Series D Preferred Stock shall rank junior to the Series B Preferred Stock, $ 0.00001 Liquidation Preference of Preferred Stock Upon the voluntary or involuntary liquidation, dissolution, or winding up of the Company, before the payment of any amount to the holder of shares of junior stock, but pari-passu with any parity stock, the holders of Preferred Stock are entitled to receive the amount equal to the greater of (i) the stated value of the Series D Preferred Stock or (ii) the amount the holder of Series D Preferred Stock would receive if such holder converted the Series D Preferred Stock into common stock immediately before the date of the liquidation event, including accrued and unpaid dividends. Conversion Rights of Preferred A holder of Series D Preferred Stock shall have the right to convert the Series D Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to $ 1.20 Voting Rights Except concerning specific material changes in terms of the Series D Preferred Stock and certain other matters, except as may be required by Delaware law, holders of Series D Preferred Stock shall have no voting rights. The approval of a majority of the Series D Preferred Stockholders is necessary to amend the Certificate of Designations. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 — STOCKHOLDERS’ EQUITY (continued) Preferred Stock (continued) Series E Convertible Preferred Stock The company’s board of directors has designated up to 5,000 10,000,000 1,000 2,400 1,200,000 Rank The Series E Preferred Stock will rank on parity to our common stock. Conversion Each share of the Series E Preferred is convertible into shares of the Company’s common stock (subject to adjustment as provided in the related certificate of designation of preferences, rights, and limitations) at any time at the option of the holder at a conversion price of not less than 100% of the public offering price of the common stock. There is a prohibitive clause in place for the Holders of Series E Preferred Stock from converting Series E Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other rate not above 9.99%, provided that any increase in such rate shall not be effective until 61 days after such notice to the Company. Liquidation Preference In the event of the Company’s liquidation, dissolution, or winding-up, holders of Series E Preferred Stock will be entitled to receive an amount equal to the stated value per share before any distribution shall be made to the holders of any junior securities, and then will be entitled to receive the same amount that a holder of common stock would receive if the Series E Preferred Stock were fully converted into shares of common stock at the conversion price (disregarding for such purposes any conversion limitations) which shall be paid pari-passu with all holders of common stock. Voting Rights Shares of Series E Preferred Stock will generally have no voting rights, except as required by law and except that the affirmative vote of the holders of a majority of the then outstanding shares of Series E Preferred Stock is necessary to (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock, (b) amend the Company’s certificate of incorporation or other charter documents in any manner that materially adversely affects any rights of the holders, (c) increase the number of authorized shares of Series E Preferred Stock, or (d) enter into any agreement concerning any of the preceding. Dividends Shareholders of Series E Preferred Stock are not entitled to receive any dividends unless and until declared explicitly by the Company’s board of directors. On an as-if-converted-to-common stock basis, the Series E Preferred Stockholders will participate in any dividends to the holders of common stock. Redemption The Company is not obligated to redeem or repurchase any Series E Preferred Stock shares. Series E Preferred Stock shares are not otherwise entitled to any redemption rights, mandatory sinking fund, or analogous fund provisions. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 — STOCKHOLDERS’ EQUITY (continued) Common Stock The Company is authorized to issue up to 100,000,000 0.00001 45,825,089 21,382,290 45,822,430 21,379,631 1-for-6 reverse stock split Unless otherwise noted, impacted amounts and share information included in the financial statements and notes to it, and elsewhere in this Form 10-K have been retroactively adjusted for the reverse stock split as if such reverse stock split occurred on the first day of the first period presented. The Company executed proportional adjustments to outstanding warrants’ exercise prices, stock options, and the number of shares issued and issuable under the Company’s Stock Incentive Plans. Specific amounts in the financial statements, the notes to it, and elsewhere in this Form 10-K may be slightly different from those reported due to rounding fractional shares due to the reverse stock split. Common Stock Issuances For the year ending December 31, 2021 February 2021 Financing The Company issued 18,181,820 9,090,910 3.25 50,000,000 3,180,000 46,820,000 Other Stockholders’ Equity Transactions During the year ended December 31, 2021, the Company: ● Issued 6,163,198 13,000,000 400,000 12,600,000 ● Issued 3,811 3,811 3,500 ● Issued 6,250 6,250 ● Issued 30,000 three 3.41 74,000 3.05 3.41 153.96 0.08 0 3 years ● Issued 87,720 200,000 ● Recognized approximately $ 3,860,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 — STOCKHOLDERS’ EQUITY (continued) Common Stock (continued) Common Stock Issuances (continued) For the year ending December 31, 2020 February 2020 Financing On February 14, 2020, the Company closed on an equity financing for 2,074,167 2,074,167 1,555,625 2,471,200 2,471,200 1,853,400 5,998,000 712,000 5,286,000 Other Stockholders’ Equity Transactions During the year ended December 31, 2020, the Company: ● Issued 6,508,860 12,548,000 488,000 12,060,000 ● Issued 3,829,885 3,996,553 11,000 ● Issued 5,225,913 6,967,883 ● Issued 148,917 330,000 ● Recognized approximately $ 715,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 — STOCKHOLDERS’ EQUITY (continued) Common Stock Warrants The Company granted 9,120,910 10,063 123,396 4.10 4.08 The following tables sets forth common stock purchase warrants outstanding as of December 31, 2021: SCHEDULE OF WARRANT OUTSTANDING Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2020 222,360 $ 89.60 Warrants granted 9,120,910 $ 3.30 Warrants exercised (10,063 ) $ (1.20 ) Warrants canceled/expired (123,396 ) $ (98.30 ) Outstanding, December 31, 2021 9,209,811 $ 4.10 Exercisable, December 31, 2021 9,209,811 $ 4.10 Schedule of Warrant Outstanding Exercise Price Common stock issuable upon exercise of warrants outstanding Common stock issuable upon warrants exercisable Range of Exercise Prices Warrants Outstanding (in shares) Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Warrants Exercisable (in shares) Weighted Average Remaining Exercisable Contractual Life (years) Weighted Average Exercise Price $ 3.25 9,090,910 4.11 $ 3.250 9,090,910 4.11 $ 3.250 $ 3.41 30,000 2.18 $ 3.410 30,000 2.18 $ 3.410 $ 30.000 683 2.54 $ 30.000 683 2.54 $ 30.000 $ 60.000 53,333 1.41 $ 60.000 53,333 1.41 $ 60.000 $ 120.000 21,877 0.12 $ 120.000 21,877 0.12 $ 120.000 $ 150.000 13,008 0.63 $ 150.000 13,008 0.63 $ 150.000 9,209,811 4.08 $ 4.10 222,360 4.08 $ 4.10 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 17 — STOCK-BASED COMPENSATION Equity Incentive Plans: The Company’s stock option plans provide options to purchase shares of common stock to officers, directors, other key employees, and consultants. The purchase price may be paid in cash or “net settled” in shares of the Company’s common stock. In a net settlement of an option, the Company does not require payment of the exercise price from the holder but reduces the number of shares of common stock issued upon the exercise of the stock option by the smallest amount of whole shares that have an aggregate fair market value equal to or over the aggregate exercise price for the option shares covered by the option exercised. Options generally vest over three years from the grant date and expire ten years from the grant date. The Company has four plans under which they awarded share-based compensation grants of options to individual directors, employees, and advisors of the Company: the 2013 Stock Option Plan, 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and the 2017 Incentive Compensation Plan. Effective April 30, 2018, the Board of Directors, by unanimous written consent, approved the immediate vesting of all remaining options for terminated employees as part of the cost curtailment measures on April 30, 2018, and June 25, 2018. On December 31, 2020, the board of directors of the Company approved an amendment (the “Amendment”) to the Company’s 2013 Long-Term Stock Incentive Plan (the “Plan”), effective January 1, 2021. The Amendment removed a provision that no single participant may receive more than 25% of the total shares awarded in any single year under the Plan and incorporated specific immaterial clarifying changes. The following table illustrates various plan data under equity incentive plan awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS December 31, 2021 2020 Stock-based compensation expense $ 27,000 $ 610,000 Remaining expense of stock-based compensation $ 1,000 $ 30,000 Remaining amortization period 0.3 1.1 Intrinsic value per share $ — $ — Status: Beginning balance, quantity of outstanding options 56,399 84,175 Options canceled/expired (6,474 ) (27,776 ) Ending balance, quantity of outstanding options 49,925 56,399 Ending balance, quantity of exercisable options 48,703 53,009 Range of exercise prices $ 6.96 $ 1,173.60 Weighted Averages: Outstanding, beginning of year $ 89.79 $ 88.98 Canceled, expired (84.13 ) (91.30 ) Outstanding, end of year $ 88.04 $ 89.79 Exercisable, end of year $ 89.80 $ 92.01 Remaining contractual life in years, outstanding and exercisable options 5.5 6.5 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 — STOCK-BASED COMPENSATION (continued) Time-vested stock options: In connection with their employment agreement(s), the Company granted the following ten-year, non-statutory time-vested option inducement awards under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans (all subject to continued employment): SCHEDULE OF STOCK OPTION PLANS, TIME VESTED OPTION Recipient Date of Grant Options Granted Exercise Price Vesting Commencement Date Expiration Date 25% Vesting 75% Remaining Vesting ●Carleton M. Miller — CEO 1/22/20 359,247 $ 1.71 1/22/20 1/22/30 1/22/21 36 months ●Michael Bond — CFO 2/27/20 135,168 $ 0.96 4/1/20 4/1/30 4/1/21 36 months In determining the time-vested options award’s grant-date fair value, the following assumptions were used: SCHEDULE OF SHARE-BASED PAYMENT AWARD STOCK OPTIONS Expected term (years) Expected dividend yield Risk-free interest rate Volatility Exercise Price For the year ended December 31, 2020: ● Carleton M. Miller — CEO 6.5 — 1.57 % 153.0 % $ 1.71 ● Michael Bond — CFO 6.3 — 0.62 % 155.0 % $ 0.96 Note: no time-vested option awards were granted during the year ended December 31, 2021 The following table illustrates various plan data under time-vested stock option awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS 2021 2020 December 31, 2021 2020 Stock-based compensation expense $ 113,000 $ 105,000 Weighted average remaining contractual life — options outstanding and exercisable 8.1 9.1 Remaining expense of stock-based compensation $ 498,000 $ 611,000 Remaining amortization period 2.1 3.1 Intrinsic value per share $ 0.80 $ 0.08 Status: Quantity outstanding 494,415 494,415 Weighted-average exercise price $ 1.01 $ 1.24 Quantity exercisable 236,915 - 0 Weighted-average exercise price $ 0.65 $ - 0 Range of exercise prices $ 0.96 1.71 $ 0.96 1.71 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 — STOCK-BASED COMPENSATION (continued) Performance-based stock options: In connection with their employment agreement, the Company granted the following ten-year, non-statutory performance-based stock option inducement award under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans that will vest in three equal tranches SCHEDULE OF NON-STATUTORY PERFORMANCE-BASED STOCK OPTION ACTIVITY Date of Options Exercise Options Vesting Dates Options Vesting Schedule Recipient Grant Granted Price Commencement Expiration Tranche 1 Tranche 2 Tranche 3 Carleton M. Miller — CEO 1/22/20 250,000 $ 1.71 1/22/20 1/22/30 * 83,334 ** 83,333 *** 83,333 Applicable performance conditions: * 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. ** 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. *** 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. * 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. ** 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. *** 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. In determining the time-vested options award’s grant-date fair value, the following assumptions were used: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Expected term (years) Expected dividend yield Risk-free interest rate Volatility Exercise Price For the year ended December 31, 2020: ● Carleton M. Miller — CEO 6.5 — 1.57 % 153.0 % $ 1.71 Note: no time-vested option awards were granted during the year ended December 31, 2021 The following table illustrates various plan data under performance-based stock option awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS 2021 2020 December 31, 2021 2020 Stock-based compensation expense $ — $ — Weighted average remaining contractual life — options outstanding and exercisable 8.1 9.1 Remaining expense of stock-based compensation $ 414,000 $ 414,000 Remaining amortization period 3.1 4.1 Intrinsic value per share $ 0.16 $ 0.26 Status: Quantity outstanding 250,000 250,000 Weighted-average exercise price $ 1.65 $ 1.65 Quantity exercisable — — Weighted-average exercise price $ — $ — Range of exercise prices $ 0.01 1.71 The probability of achieving any required metrics for vesting is inconclusive as of December 31, 2021. 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. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 — STOCK-BASED COMPENSATION (continued) Restricted stock awards — time-based: The Company granted the following awards under the amended Plan for restricted stock units (“RSUs”) subject to continued employment: SUMMARY OF GRANT AWARDS UNDER AMENDED PLAN Grant Exercise Initial RSUs Vesting Remaining RSUs Vesting Recipient Date Units Price Date Units Units Terms Carleton M. Miller — CEO 3/3/21 598,665 $ 3.60 3/3/22 199,555 399,110 24 months Michel Bais — Managing Director 8/17/21 200,000 $ 1.89 8/17/22 50,000 150,000 36 months The following table illustrates various plan data under time-based restricted stock awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS 2021 2020 December 31, 2021 2020 Stock-based compensation expense $ — $ — Weighted average remaining contractual life — options outstanding and exercisable 2.5 years — Remaining expense of stock-based compensation $ 2,533,000 $ — Remaining amortization period 2.5 years — Intrinsic value per share $ — $ — Status: Quantity outstanding 798,655 — Weighted-average exercise price $ 3.78 $ — Quantity exercisable — — Weighted-average exercise price $ — $ — Range of exercise prices $ 1.89 to $ 3.60 — VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 — STOCK-BASED COMPENSATION (continued) Restricted stock awards — performance-based: The Company granted the following awards under the amended Plan for restricted stock units (“RSUs”) subject to performance vesting conditions and continued employment: SUMMARY OF GRANTS UNDER AMENDED PLAN Grant Exercise Units Vesting Schedule Recipient Date Units Price Tranche 1 Tranche 2 Tranche 3 Carleton M. Miller — CEO 3/3/21 896,665 $ 3.60 * 299,555 ** 299,555 *** 299,555 Michael Bond — CFO 12/31/20 368,715 $ 1.32 ^ 122,905 ^^ 122,905 ^^^ 122,905 * RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. ** RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $27,010,500 accumulated over four consecutive fiscal quarters. *** RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. ^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. ^^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than 27,010,500 accumulated over four consecutive fiscal quarters. ^^^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. * RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. ** RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $27,010,500 accumulated over four consecutive fiscal quarters. *** RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. ^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. ^^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than 27,010,500 accumulated over four consecutive fiscal quarters. ^^^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. Note: the determination of revenue for any fiscal period shall be made based on the Company’s revenues on a consolidated basis for each such fiscal period if the employee remains in continuous employment with the Company through the date the Compensation Committee certifies the revenue for such fiscal period and authorizes the issuance of the underlying shares of common stock to the employee according to his award agreement. Except as provided in each employment agreement, if an individual ceases to be an employee of the Company before any vesting date, the remaining portion of the total number of shares unvested is forfeited. The probability of achieving any required metrics for vesting is inconclusive as of December 31, 2021. The Company determined the achievement of the performance metrics in the fourth quarter of 2021. As such, we recorded a cumulative catch-up stock-based compensation amount of $ 3,722,000 The following table illustrates various plan data under performance-based restricted stock awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS 2021 2020 December 31, 2021 2020 Stock-based compensation expense $ 3,722,000 $ — Remaining expense of stock-based compensation $ — $ 487,000 Intrinsic value per share $ — $ 0.32 Status: Quantity outstanding 1,267,380 368,715 Weighted-average exercise price - outstanding $ 2.94 $ 1.32 Quantity exercisable 1,267,380 — Weighted-average exercise price - exercisable $ 2.94 $ — Range of exercise prices $ 1.32 3.60 3.60 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18 — COMMITMENTS AND CONTINGENCIES Legal: The Company is subject to claims by third parties under various legal theories from time to time. 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. Accordingly, under ASC Topic 450, the Company must accrue a loss contingency if the information is available before issuing the financial statements. In September 2019, Integrated Microwave Technology LLC (â•œIMTâ•š), a Canadian company wholly owned by the Company, brought an action for non-payment of an invoice due to IMT of approximately $ 140,000 5,795,000 On August 28, 2020, Macnica, Ltd. filed a lawsuit against the Company. The case involved several outstanding purchase orders for specific encoders totaling $ 1,520,000 476,800 1,043,200 ● Vislink acknowledges Macnica, Ltd.’s claim of $ 1,043,200 ● The Company has taken delivery of the remaining encoders. ● Vislink effected a one-time payment of $ 450,000 ● The Company agreed to five subsequent monthly payments of $ 100,000 93,200 SCHEDULE OF SUBSEQUENT MONTHLY PAYMENTS March 15, 2021 $ 100,000 April 15, 2021 $ 100,000 May 15, 2021 $ 100,000 June 15, 2021 $ 100,000 July 15, 2021 $ 100,000 August 13, 2021 $ 93,200 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: SCHEDULE OF MATCHING CONTRIBUTIONS For the Years Ended December 31, 2021 2020 Company matching contributions - 401K Plan $ -0- $ -0- Company matching contributions - Group Personal Pension Plan, UK $ 169,000 $ 92,000 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). VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 19 — CONCENTRATIONS Customer concentration risk For the year ended December 31, 2021, the Company recorded sales to a single customer of $ 8,511,000 ( 25 %) in excess of 10% of the Company’s total sales. For the year ended December 31, 2020, no individual customer recorded sales in excess of 10% of the Company’s total consolidated sales. On December 31, 2021, and 2020, the Company recorded accounts receivable of approximately $ 4,204,000 ( 46 %) and 2,613,000 ( 39 %), respectively, to a single customer in excess of 10 % of the Company’s total consolidated accounts receivable. Vendor concentration risk For the year ended December 31, 2021, there were no individual vendor inventory purchases in excess of 10% of the Company’s consolidated inventory purchases. For the year ended December 31, 2020, one vendor-generated inventory purchases of approximately $ 3,852,000 ( 37 %) in excess of 10% of the Company’s consolidated inventory purchase On December 31, 2021, there were no vendor balances in excess of 10% of the Company’s consolidated accounts payable. On December 31, 2020, the Company recorded a single vendor balance of approximately $ 764,000 ( 15 %) of accounts payable in excess of 10% of the Company’s consolidated accounts payable. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 20 – REVENUE The Company has one operating segment, and the decision-making group is the senior executive management team. We disaggregated revenue by primary geographical markets and revenue source in the following tables: SCHEDULE OF DISAGGREGATION OF REVENUE For the Years Ended December 31, 2021 2020 Primary geographical markets: North America $ 18,050,000 $ 9,107,000 South America 361,000 106,000 Europe 11,389,000 9,435,000 Asia 1,975,000 2,413,000 Rest of World 2,107,000 1,821,000 $ 33,882,000 $ 22,882,000 Primary revenue source: Equipment sales $ 31,733,000 $ 20,087,000 Installation, integration, and repairs 1,082,000 2,199,000 Warranties 743,000 254,000 Other (See Note 20) 324,000 342,000 $ 33,882,000 $ 22,882,000 Long-Lived Assets: United States $ 2,410,000 $ 2,676,000 United Kingdom 14,257,000 1,460,000 $ 16,667,000 $ 4,136,000 |
REBATES
REBATES | 12 Months Ended |
Dec. 31, 2021 | |
Rebates | |
REBATES | NOTE 21 — REBATES The amounts generated in Note 19 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 2022 fiscal year but can provide no assurances that such rebates will be available in future financial periods at similar levels or at all. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 22 — INCOME TAXES The provision (benefit) for income taxes consists of the following: Schedule of Components of Income Tax Expense (Benefit) 2021 2020 For the Years Ended December 31, 2021 2020 Current tax provision Federal $ — $ — State 7,000 9,000 Current income tax expense, total 7,000 9,000 Deferred tax provision (benefit) Federal (503,000 ) (1,861,000 ) State 1,025,000 (55,000 ) Foreign (2,052,000 ) (2,040,000 ) Change in the valuation allowance 1,530,000 (3,956,000 ) Total deferred tax provision (benefit) — — Income tax provision $ 7,000 $ 9,000 A reconciliation of the statutory tax rate to the effective tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation 2021 2020 For the Years Ended December 31, 2021 2020 Statutory federal income tax rate 21.00 % 21.00 % State and local taxes, net of federal benefit (6.27 ) 1.67 Permanent differences (9.12 ) (0.13 ) Provision to return (0.03 ) (0.06 ) DTA adjustment for state NOL (0.06 ) (0.63 ) Foreign Rate Differential (1.96 ) (0.94 ) Change rate (5.06 ) (0.72 ) Valuation allowance 1.46 (20.24 ) Effective tax rate (0.04 )% (0.05 )% Under the provisions of ASC 740, the Company may recognize the benefits of uncertain tax positions when it is more likely than not that the merits of the position(s) will be sustained upon audit by the relevant tax authorities. No uncertain tax positions were taken or expected on a tax return that would be determined to be an unrecognized tax benefit recorded on the Company’s financial statements for the years ended December 31, 2021, or 2020. The Company does not expect its unrecognized tax benefit position to change during the next twelve months VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 22 — INCOME TAXES (continued) Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax reporting. Significant components of the Company’s deferred tax assets are as follows: Schedule of Deferred Tax Assets and Liabilities 2021 2020 For the Years Ended December 31, 2021 2020 Deferred Tax Assets Federal R&D credit $ 3,007,000 $ 3,007,000 Inventory 457,000 1,287,000 Allowance for bad debt 76,000 72,000 Compensation related 298,000 17,000 Pension 39,000 8,000 Other accruals 16,000 29,000 State net operating losses 4,644,000 5,710,000 Federal net operating losses 43,045,000 40,992,000 Property and equipment 82,000 98,000 Stock options 7,621,000 6,673,000 Other 1,097,000 1,154,000 Valuation Allowance (60,048,000 ) (58,518,000 ) Total Deferred Tax Assets 334,000 529,000 Deferred Tax Liabilities Property and Equipment (47,000 ) (87,000 ) Intangibles (1,230,000 ) (419,000 ) Prepaid Expenses (35,000 ) (23,000 ) Total Deferred Tax Liabilities (1,312,000 ) (529,000 ) Net Deferred Tax Asset/(Liability) $ (978,000 ) $ — As of December 31, 2021, the Company has federal net operating losses (“NOL”) of approximately $ 177.8 21.2 156.1 21.2 3.0 Realization of the NOL carryforwards and other deferred tax temporary differences is contingent on future taxable earnings. The Company’s deferred tax assets were reviewed for expected utilization using a “more likely than not” approach by assessing the available positive and negative evidence surrounding its recoverability. Accordingly, a valuation allowance has been recorded against the Company’s deferred tax assets, as it was determined based upon past and present losses that it was “more likely than not” that the Company’s deferred tax assets would not be realized. The valuation allowance was increased to the full carrying amount of the Company’s deferred tax assets. In future years, if the deferred tax assets are determined by management to be “more likely than not” to be realized, the recognized tax benefits relating to the reversal of the valuation allowance will be recorded. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately as such time when it is determined that the “more likely than not” criteria are satisfied. The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382 and similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations. The amount of the limitation would be determined based on the value of the Company immediately before the ownership change, and subsequent ownership changes could further impact the amount of the annual limitation. An ownership change under Section 382 may have occurred in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited. The Company plans to perform a Section 382 analysis in the future. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 22 — INCOME TAXES (continued) Effective for tax years beginning after December 31, 2017, the Tax Act includes a participation exemption system of taxation, which generally provides for 100% dividends received deduction on certain qualifying dividend distributions received by U.S. C-corporation shareholders from their 10% or more owned foreign subsidiaries. As a result of this new participation exemption system, it is generally anticipated that the Company should not be subject to additional U.S. federal income taxation on its future receipt of actual dividend income (instead of a deemed inclusion amounts under specific anti-deferral rules) from its foreign subsidiary. For tax years beginning after December 31, 2017, the Tax Act introduced a new limitation on the deduction of interest expense whereby current year interest deductions are limited (among other restrictions) to 30% of adjusted taxable income, with various modifications and exceptions. The Company does incur interest expense and evaluates each year the impact, if any, of the new limitation. The Company has not provided for deferred taxes and foreign withholding taxes on the excess of the financial reporting basis over the tax basis in our investments in foreign subsidiaries that are nearly permanent in duration. In general, it is the Company’s practice and intention to reinvest our foreign subsidiary’s earnings in those operations. Generally, our foreign subsidiary’s earnings have become subject to U.S. taxation based on specific U.S. tax law provisions, such as the recently enacted territorial transition tax under section 965 and under certain other circumstances. Due to the complexities of the provisions introduced with the Tax Act, and the underlying assumptions that would have to be made, it is not practicable to estimate the amount of tax provision required to account for these foreign undistributed earnings. The Company will account for any additional expense or deduction in the year it is claimed. The Company will continue to review each year whether this treatment is appropriate. The Company did not identify any material uncertain tax positions and is not under any income tax examinations. |
GAIN ON SETTLEMENT OF DEBT
GAIN ON SETTLEMENT OF DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Gain On Settlement Of Debt | |
GAIN ON SETTLEMENT OF DEBT | NOTE 23 — GAIN ON SETTLEMENT OF DEBT During the year ended on December 31, 2021, the Company negotiated a vendor accounts payable balance of $ 494,000 300,000 194,000 On July 26, 2021, the Payroll Protection Program (“PPP”) loan of $ 1,168,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 24 — SUBSEQUENT EVENTS The Company executed the granting of the following restricted stock units: Employees: On February 17, 2022, the Company awarded 515,000 22 individual employees of the Company. Thirty-three percent of the restricted stock units vest on the first anniversary of the grant date. The remaining sixty-seven percent will vest in substantially equal monthly installments over the twenty-four-month period following the first-anniversary date. 0.98 505,000 Chief Executive Officer: On February 16, 2022, Carleton Miller, the Company’s Chief Executive Officer, received an award under the amended plan of 2,066,152 Time-Based RSUs 258,269 vest on February 16, 2023 774,807 vest in substantially equal monthly increments over the 36 months Performance-Based RSUs 1,033,076 vest in three (3) equal tranches ● Tranche 1: 344,359 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $35,575,000 accumulated over four consecutive fiscal quarters. ● Tranche 2: 344,359 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $37,353,000 accumulated over four consecutive fiscal quarters. ● Tranche 3: 344,358 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $39,220,000 accumulated over four consecutive fiscal quarters. The Company determined the exercise price and the total value of the restricted stock units granted, time and performance-based, to be $ 1.05 2,169,000 Chief Financial Officer: On February 16, 2022, Mike Bond, the Company’s Chief Financial Officer, received an award under the amended plan of 785,970 Time-Based RSUs 98,246 vest on February 16, 2023 294,739 vest in substantially equal monthly increments over the 36 months Performance-Based RSUs 392,985 vest in three (3) equal tranches ● Tranche 1: 130,995 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $35,575,000 accumulated over four consecutive fiscal quarters. ● Tranche 2: 130,995 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $37,353,000 accumulated over four consecutive fiscal quarters. ● Tranche 3: 130,995 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $39,220,000 accumulated over four consecutive fiscal quarters. The Company determined the exercise price and the total value of the restricted stock units granted, time and performance-based, to be $ 1.05 825,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Combinations | Business Combinations The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions. |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. 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 US Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions upon the consolidation of our subsidiaries. |
Segment Reporting | Segment Reporting The Company identifies operating segments as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision-makers, or decision-making group, in deciding how to allocate resources and assess performance. The Company’s decision-making group is the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as one operating segment with different product offerings. All long-lived assets of the Company reside in the U.S., the U.K., and the Netherlands. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Use of Estimates | Use of Estimates The preparation of the 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 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 consolidated financial statements include the useful lives of property, plant, and equipment, the useful lives of right-of-use assets, the useful lives of intangible assets, 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. |
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. Global events, including global health concerns, like the COVID-19 pandemic, could also result in social, economic, and labor instability in the countries in which we operate or where the third parties with whom we engage, including sites of manufacturing facilities of our third-party contract manufacturers. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic and information continues to evolve. The COVID-19 pandemic fluctuations, global supply chain challenges, employment pressures in various industry sectors, and related economic repercussions have created significant uncertainty. Policymakers worldwide have responded with fiscal policy actions to support their industries and economies, but these interventions’ magnitude and overall effectiveness remain uncertain. Although capital markets and economies worldwide improved during the second and third quarters from the initial negative impacts of the COVID-19 pandemic, there remains uncertainty around the strength and timing of global economic recoveries, which could cause a local or global economic recession. Such economic disruption could have a material adverse effect on our business. International security issues and adverse developments such as the current political tension between Russia, Ukraine, and potentially western security alliances could adversely affect global trade and economic activity. We monitor developments in Ukraine and the related export controls and financial and economic sanctions imposed on specific industry sectors and parties in Russia by the U.S., the U.K., the European Union, and others. Although we do not presently foresee direct material adverse effects upon our business, financial condition, or results of operations due to developments in Ukraine and the consequent controls and sanctions, these factors may affect companies in many sectors. They could lead to increased market volatility and uncertainty, affecting us in turn. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company did not have any cash equivalents on hand as of December 31, 2021 and 2020. |
Concentrations | Concentrations The Company does not have any off-balance-sheet concentrations of credit risk. Credit risk is that the counterparty will default on its contractual obligations, resulting in a company’s financial loss. The Company’s credit risk is primarily attributable to its cash and accounts receivables. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts held within the United States up to $ 250,000 85,000 100,000 On December 31, 2021, and 2020, the Company had approximately $ 35.2 3.9 Management assesses their credit quality for customers, considering their financial position and historical experience. For the year ended December 31, 2021, the Company recorded sales to two customers of $ 10,467,000 31 6,337,000 19 4,204,000 46 2,613,000 39 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to its customers in the ordinary course of business. Further, the Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customer’s ability to make required payments, prevailing economic conditions, previous experience, and other factors. As these factors’ financial situation changes, circumstances develop, or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for credit losses, and losses have been within its expectations. |
Inventories | Inventories Inventories consist of raw materials, work-in-process, and finished goods and are recorded 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 completion, disposal, and transportation costs. The Company evaluates inventory balances and either write down obsolete inventory or records a reserve for slow-moving or excess inventory based on net realizable value analysis. |
Property and Equipment | Property and Equipment Property and equipment are presented at cost at the date of acquisition, less depreciation. Depreciation is computed using the straight-line method over estimated useful asset lives, ranging from 1 14 |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination under the acquisition method of accounting under ASC 805 “Business Combinations” (see Note 4). Goodwill is not amortized but, per ASC 350, is tested for impairment annually. Goodwill is also tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Judgment is involved in determining if an indicator of impairment has occurred during the course of a year. When testing goodwill for impairment, we may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, we may bypass this qualitative assessment for some or all of our reporting units and perform step 1 of the two-step goodwill impairment test. If we perform step 1 and the reporting unit’s carrying amount exceeds its fair value, we will perform step 2 to measure such impairment. We have completed our annual impairment test and recorded $ 9,189,000 |
Intangible Assets | Intangible Assets Patents and licenses: Patents and licenses, measured initially at purchase cost, are included in intangible assets on the Company’s balance sheet and are amortized on a straight-line basis over their estimated useful lives of 18.5 20 668,000 671,000 Other intangible assets: The Company’s remaining intangible assets include the trade names, technology, and customer lists acquired in its acquisition of IMT, Vislink, and MVP. A third-party appraiser determined the value of these acquired assets for these business combinations. Absent an indication of fair value from a potential buyer or similar specific transactions, we have determined that using the methods employed provided a reasonable estimate in reporting the values assigned. The Company amortizes intangible asset costs over their useful lives of 3 15 257,000 330,000 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
Warranty Reserve | Warranty Reserve Although the Company tests its product under its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Required revisions to the estimated warranty liability will occur should actual product failure rates or service costs differ from the Company’s estimates, where applicable, based on limited historical data. The claims made during the year ended December 31, 2021, and 2020 were ordinary and customary. The warranty reserve is included in accrued expenses on the accompanying consolidated balance sheets and cost of components in the accompanying consolidated statement of operations. SCHEDULE OF PRODUCT WARRANTY LIABILITY Warranty Reserve December 31, 2019 $ 335,000 Warranty reserve expense 8,000 Warranty claims settled and true-up of accrual (60,000 ) December 31, 2020 $ 283,000 Warranty reserve expense — Warranty claims settled and true-up of accrual (152,000 ) December 31, 2021 $ 131,000 |
Shipping and Handling Costs | Shipping and Handling Costs The Company invoices its shipping and handling charges to the customer, and we net these charges against the respective costs within general and administrative expenses. For the years ended December 31, 2021, and 2020, the shipping and handling costs incurred were $ 581,000 432,000 |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other freestanding financial instruments as equity if the contracts (i) require physical settlement or net-share settlement in common stock or (ii) give the Company a choice of net-cash settlement or settlement in common stock (physical settlement or net-share settlement). The Company classifies the following contracts as either an asset or a liability: contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in common stock (physical settlement or net-share settlement) or (iii) contain reset provisions. The Company assesses the classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. |
Treasury Stock | Treasury Stock Treasury stock is recorded at cost upon the repurchasing of common shares. The cost method is used upon the re-issuance of shares. Under U.S. GAAP, the excess of the acquisition cost over the re-issuance price of the treasury stock, if any, is recorded to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. The Company charges the accumulated deficit for any excess. VISLINK TECHNOLOGIES, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
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 recognition 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. The value-added sales taxes and other charges we collect concurrent with revenue-producing activities are excluded from income. |
Remaining Performance Obligations | Remaining Performance Obligations The remaining performance obligations, or backlog, represent 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. |
Research and Development Expenses | Research and Development Expenses As the Company performs research, design, and development activities, we charge these costs to research and development expenses in the Consolidated Statements of Operations and Comprehensive Loss. These expenses consist primarily of salary and benefit expenses, including stock-based compensation and payroll taxes for employees and contractors’ costs engaged in research, design, development activities, prototypes, facilities, and travel costs. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock compensation with persons classified as employees for accounting purposes under 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, and the fair value of common stock issued for services is determined based on the Company’s stock price on the issuance date. The expansion of Topic 718 fell under ASU 2018-07 to include share-based payment transactions for acquiring goods and services from nonemployees. The measurement date for equity-classified nonemployee share-based payment awards is no longer at the earlier date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, the grant date is now considered the measurement date. Under today’s guidance, the measurement of nonemployee share-based payment awards with performance conditions is at the lowest aggregate fair value, often resulting in a zero value. The new ASU aligns the accounting for nonemployee 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 to measure the nonemployee share-based payment awards. The new ASU allows entities to make an award-by-award election to use the expected duration (consistent with employee share-based payment awards) or the contractual term for nonemployee awards. |
Stock-Option Awards — Time-based and performance-based | Stock-Option Awards — Time-based and performance-based Under ASC Topic 718, the compensation cost is measured based on an award’s fair value at the grant’s date for the time vested option award using the Black Scholes-Merton formula as a valuation technique. The Company used the U.S. Treasury note’s rate over the expected option term for the risk-free rate. Employees’ expected term represents the period that options granted are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide a reasonable basis for estimating the expected term. For nonemployee options, the expected term is the entire term of the option. Expected volatility is based on the average weekly share price changes over the shorter expected term or the period from the Nasdaq Capital Markets Exchange placement 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 Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to 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. |
Restricted Stock Unit Awards (“RSUs”) — Time Based | Restricted Stock Unit Awards (“RSUs”) — Time Based Under ASC 718, the exercise price for RSUs is determined using the fair market value of the Company’s common stock on the date of the grant. For an award with graded vesting subject only to a service condition (e.g., time-based vesting), ASC 718-10-35-8 provides an accounting policy choice between either graded vesting attribution or straight-line attribution. The Company elects the graded vesting method, recognizing compensation expense for only the portion of awards expected to vest. Forfeitures of time-based units and awards are recognized as they occur. Stock-based compensation costs are calculated using the closing stock price on the grant date to estimate time-based restricted stock units’ fair value. |
Restricted Stock Unit Awards (“RSUs”) — Performance-Based | Restricted Stock Unit Awards (“RSUs”) — Performance-Based The accruals of compensation cost for an award with a performance condition are related to that performance condition’s probable outcome. Under ASC 718, a “performance condition” is the achievement of a specified target that is defined by referring to the employer’s operations or activities, such as an option that vests if the employer’s growth rate increases by a certain amount or there are the attainment of regulatory approval for a product. There is an accrual of compensation cost upon the likely achievement of the performance condition, and there is no accrual if the accomplishment of the performance condition is not probable. The exercise price for RSUs is determined using the fair market value of the Company’s common stock on the date of the grant. Stock-based compensation costs are calculated using the closing stock price on the grant date to estimate performance-based restricted stock units’ fair value. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
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 real estate contracts. 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 determined 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 December 31, 2021. |
Impairment and Abandonment | Impairment and Abandonment Impairment of inventory: Under the Company’s strategic initiative plan, management recognized that certain items were not moving due to the diminishing consumer demand and lack of profitability. As part of our product rationalization program, a decision to eliminate specific product lines resulted in recognizing an impairment loss of approximately $- 0 3.8 Impairment of long-lived assets: Management reviews long-lived assets, including property, plant, equipment, other intangible assets with definite lives, and right-of-use operating lease assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. We conduct the Company’s long-lived asset impairment analyses under ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. The contemplation of measuring an impairment charge occurs if the undiscounted cash flows do not indicate the asset’s carrying amount is recoverable, by which the asset group’s carrying amount exceeds its fair value based on discounted cash flow analysis appraisals. Under Topic 360, consideration is given to asset impairment, for intangible assets with definite lives continue to be amortized over their estimated useful lives and are subject to impairment testing as part of their asset group if and when events or changes in circumstances indicate. In the performance of the impairment tests, management utilizes a considerable amount of judgment and assumptions. As part of the Company’s strategic initiative plan, including the consolidation and elimination of specific facilities, it was determined that specific property and equipment were no longer useful, concluding they held no future economic benefit. For the years ended December 31, 2021, and 2020, the Company recognized a loss on property and equipment abandonment of approximately $- 0 0.7 Right-of-use operating lease abandonment: As part of the Company’s consolidating effort, management decided to vacate specific locations and scaled-down square footage usage on another. The economic environment of these locations precluded the action of sub-letting unused sites and determining them abandoned. Under ASC 360, leased space abandonment is an impairment indicator, and the Company assessed the lease ROU assets for impairment. For the years ending December 31, 2021, and 2020, we recognized a loss on impairment of right-of-use assets of approximately $- 0 0.9 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
Income Taxes | Income Taxes Under ASC 740, as part of our consolidated financial statements, it is required to estimate our income tax provision (benefit) in each jurisdiction in which we operate. The Company uses the asset and liability method of accounting for income taxes. The recognition of deferred income tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases fall under this method. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years these temporary differences are expected to be recovered or settled. The recognition of the effect on deferred tax assets and liabilities of a change in tax rates in income is in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which management cannot conclude that it is more likely than not that such deferred tax assets will be realized. The Company will file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, it is more likely than not sustainable upon audit based upon the position’s technical merits. It involves identifying potential uncertain tax positions, evaluating applicable tax laws, and assessing whether the liability for uncertain tax positions is necessary. The Company’s policy is to classify assessments, if any, for tax-related interest expense and penalties as general and administrative expenses. |
Advertising Costs | Advertising Costs Advertising costs are charged to operations as incurred. Advertising costs amounted to approximately $ 139,000 114,000 |
Sales Tax and Value Added Taxes | Sales Tax and Value Added Taxes The Company accounts for sales taxes and value-added taxes imposed on its goods and services on a net basis. |
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 basic loss per share calculation divides the net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period, without considering common stock equivalents. The diluted loss per share calculation is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants, outstanding 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): SCHEDULE OF ANTI-DILIUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM THE CALCULATION OF LOSS PER SHARE For the Years Ended December 31, 2021 2020 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 1,553 56 Warrants 9,210 178 Total 10,763 234 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
Foreign Currency and Other Comprehensive (Loss) Gain | Foreign Currency and Other Comprehensive (Loss) Gain We have two foreign subsidiaries, one in the United Kingdom and the other in the Netherlands, and their functional currencies are British Pounds and Euros, respectively. The translation from the respective foreign currency to United States Dollars (“US Dollars”) 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. We included gains or losses resulting from such translation as a separate component of accumulated other comprehensive (loss) income. We record gains or losses resulting from foreign currency transactions in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered a long-term investment accumulated and credited or charged to other comprehensive income. Transaction gains and losses are recognized in our operations’ results based on the difference between the foreign exchange rates on the transaction date and the reporting date. The foreign currency exchange gains and losses are included as a component of general and administrative expenses 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: SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME For the Years Ended December 31, 2021 2020 Net foreign exchange transactions: Losses $ 100,000 $ 27,000 Net foreign exchange transactions: Losses $ 100,000 $ 27,000 Accumulated comprehensive income: Unrealized losses on currency translation adjustment $ 445,000 $ 59,000 Accumulated comprehensive income: Unrealized losses on currency translation adjustment $ 445,000 $ 59,000 The exchange rates adopted for the foreign exchange transactions are exchange rates, as quoted on OANDA, a Canadian-based foreign exchange company and internet website providing currency conversion, online retail foreign exchange trading, online foreign currency transfers, and forex information. The Company translated amounts from British Pounds into United States Dollars and Euros to British Pounds at the following exchange rates for the respective periods: ● As of December 31, 2021 – £ 1.351043 1.00 0.839362 1.00 ● The average exchange rate for the year ended December 31, 2021 – £ 1.375369 1.00 0.850858 1.00 ● As of December 31, 2020 – British Pounds $ 1.364900 1.00 ● The average rate for the year ended December 31, 2020 – British Pounds $ 1.28336 1.00 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The authoritative guidance for fair value measurements falls under topic ASC 820, “Fair Value Measurements and Disclosures,” requiring disclosing financial instruments’ fair value to the extent practicable for financial instruments recognized or unrecognized in the consolidated balance sheet. The fair value of the financial instruments disclosed herein does not necessarily represent the potential amount 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 various 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 these instruments’ short maturities. 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 observable inputs and minimizes unobservable inputs by requiring the use of the most observable inputs 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 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. Below is the description of the hierarchy. These tiers include: ● Level 1 is defined as observable inputs such as quoted prices in active markets. ● Level 2 is defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and ● Level 3 is defined as unobservable inputs in which little or no market data exists, requiring an entity to develop its assumptions. As of December 31, 2021, the Company had no fair valued assets or liabilities classified under Level 1 or Level 2. Our financial instruments include cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, and short-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, and accrued expenses are generally considered representative of their respective fair values because of the short-term nature of those instruments. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement The Company did not record assets and liabilities subject to the fair value hierarchy provisions as of December 31, 2021. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) Fair Value of Financial Instruments and Fair Value Measurements (continued) The following table presents the Company’s assets and liabilities measured at fair value on a non-recurring basis on December 31, 2020, consistent with the fair value hierarchy provisions. The asset impairment is a non-recurring level 3 measurement. SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets (non-recurring): Impaired inventory $ — $ — $ 3,800,000 $ 3,800,000 Abandonment of property and equipment 1,700,000 1,700,000 Abandonment of right-of-use operating leases 1,100,000 1,100,000 $ — $ — $ 6,600,000 $ 6,600,000 Liabilities: Derivative liability $ — $ — $ 22,000 $ 22,000 $ — $ — $ 22,000 $ 22,000 See Note 14 for additional disclosure regarding the Company’s warrants liabilities accounted for at fair value. |
Subsequent Events | Subsequent Events Management has evaluated subsequent events or transactions occurring through the date the consolidated financial statements were issued and determined that no events or transactions are required to be disclosed herein, except as disclosed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 consolidated financial statements. |
Recently Issued Accounting Principles Adopted | Recently Issued Accounting Principles Adopted On May 21, 2020, the SEC issued Final Rule Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“SEC Rule 33-10786”), which amends the disclosure requirements applicable to acquisitions and dispositions of businesses to improve the financial information provided to investors, facilitate more timely access to capital, and reduce the complexity and costs to prepare disclosure. The SEC Rule 33-10786 amends, among other things, (i) the tests used to determine significance and expand the use of proforma financial information; (ii) revise the proforma information requirements; (iii) reduce a maximum number of years for which financial statements under Regulation S-X are required to two years; (iv) permit abbreviated financial statements for certain acquisitions; (v) modify the disclosure requirements relating to the aggregate effect of acquisitions for which financial statements are not required; and, (vi) conform the significance threshold and tests on both disposed and acquired business. The amendments are effective January 1, 2021, but early compliance is permitted. The Company adopted the standard effective January 1, 2021, with no material impact on its Condensed Consolidated Financial Statements. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
Not Yet Adopted as of December 31, 2021 | Not Yet Adopted as of December 31, 2021 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which, to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company has not yet quantified the impact of ASU 2016-13 on its consolidated financial statements. Its adoption is unlikely to have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF PRODUCT WARRANTY LIABILITY | The claims made during the year ended December 31, 2021, and 2020 were ordinary and customary. The warranty reserve is included in accrued expenses on the accompanying consolidated balance sheets and cost of components in the accompanying consolidated statement of operations. SCHEDULE OF PRODUCT WARRANTY LIABILITY Warranty Reserve December 31, 2019 $ 335,000 Warranty reserve expense 8,000 Warranty claims settled and true-up of accrual (60,000 ) December 31, 2020 $ 283,000 Warranty reserve expense — Warranty claims settled and true-up of accrual (152,000 ) December 31, 2021 $ 131,000 |
SCHEDULE OF ANTI-DILIUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM THE CALCULATION OF LOSS PER SHARE | The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands): SCHEDULE OF ANTI-DILIUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM THE CALCULATION OF LOSS PER SHARE For the Years Ended December 31, 2021 2020 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 1,553 56 Warrants 9,210 178 Total 10,763 234 |
SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME | The Company has recognized foreign exchanges gains and losses and changes in accumulated comprehensive income approximately as follows: SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME For the Years Ended December 31, 2021 2020 Net foreign exchange transactions: Losses $ 100,000 $ 27,000 Net foreign exchange transactions: Losses $ 100,000 $ 27,000 Accumulated comprehensive income: Unrealized losses on currency translation adjustment $ 445,000 $ 59,000 Accumulated comprehensive income: Unrealized losses on currency translation adjustment $ 445,000 $ 59,000 |
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS | The following table presents the Company’s assets and liabilities measured at fair value on a non-recurring basis on December 31, 2020, consistent with the fair value hierarchy provisions. The asset impairment is a non-recurring level 3 measurement. SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets (non-recurring): Impaired inventory $ — $ — $ 3,800,000 $ 3,800,000 Abandonment of property and equipment 1,700,000 1,700,000 Abandonment of right-of-use operating leases 1,100,000 1,100,000 $ — $ — $ 6,600,000 $ 6,600,000 Liabilities: Derivative liability $ — $ — $ 22,000 $ 22,000 $ — $ — $ 22,000 $ 22,000 |
ACQUISITION OF MOBILE VIEWPOI_2
ACQUISITION OF MOBILE VIEWPOINT CORPORATE B.V. (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED | SCHEDULE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED As Initially Reported Measurement Period Adjustments As Adjusted Fair value of consideration transferred: Cash $ 18,311,000 $ — $ 18,311,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 965,000 $ — $ 965,000 Accounts receivable, net 911,000 — 911,000 Inventories, net 2,534,000 1,231,000 3,765,000 Prepaid expense and other assets 625,000 — 625,000 Property and equipment, net 149,000 (112,000 ) 37,000 Accounts payable (507,000 ) — (507,000 ) Accrued expenses (551,000 ) — (551,000 ) Customer deposits and deferred revenue (293,000 ) — (293,000 ) Deferred tax liabilities 978,000 978,000 Total identifiable net assets $ 3,833,000 $ 2,097,000 $ 5,930,000 Consideration paid $ 18,311,000 $ — $ 18,311,000 Total identifiable assets acquired 3,833,000 2,097,000 5,930,000 Excess of consideration paid over net assets acquired $ 14,478,000 $ (2,097,000 ) $ 12,381,000 Preliminary allocation of the consideration paid in excess of the net assets acquired: Trade name $ 730,000 $ 70,688 $ 800,688 Proprietary technology 1,850,000 282,749 2,132,749 Customer relationship 3,723,000 (1,508,003 ) 2,214,997 Goodwill 8,175,000 1,013,566 9,188,566 Total intangible assets acquired $ 14,478,000 $ 4,053,000 $ 14,337,000 |
SCHEDULE OF ACQUIRED INTANGIBLE WITH THEIR RELATIVE USEFUL LIVES | Based thereon, below are the acquired intangibles with their relative useful lives and method of amortization: SCHEDULE OF ACQUIRED INTANGIBLE WITH THEIR RELATIVE USEFUL LIVES Intangible Asset Useful Life Amortization Method Tradename 15 Straight-line Proprietary Technology 5 Straight-line Customer Relationships 10 Straight-line Goodwill Indefinite N/A |
SCHEDULE OF UNAUDITED PRO-FORMA COMBINED RESULTS OF OPERATIONS | The following presents the unaudited Pro-forma combined results of operations of Vislink with MVP as if the combination of the entities occurred on January 1, 2020. SCHEDULE OF UNAUDITED PRO-FORMA COMBINED RESULTS OF OPERATIONS For the Years Ended December 31, 2021 2020 Revenues, net $ 36,843 $ 29,282 Net income (loss) allocable to common stockholders $ (16,173 ) $ (17,575 ) Net income (loss) per share $ (0.37 ) $ (1.15 ) Weighted average number of shares outstanding 43,484 14,811 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2021 December 31, 2020 Accounts receivable $ 10,327,000 $ 6,061,000 Allowance for doubtful accounts (1,258,000 ) (1,536,000 ) Net accounts receivable $ 9,069,000 $ 4,525,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories included in the accompanying consolidated balance sheet are stated at the lower of cost or market as summarized below: SCHEDULE OF INVENTORIES December 31, 2021 December 31, 2020 Raw materials $ 11,308,000 $ 8,053,000 Work-in-process 2,105,000 1,542,000 Finished goods 5,011,000 4,511,000 Sub-total inventories 18,424,000 14,106,000 Less reserve for slow-moving and excess inventory (6,530,000 ) (8,120,000 ) Total inventories, net $ 11,894,000 $ 5,986,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life December 31, (Years) 2021 2020 Cost: Furniture and fixtures 1 10 $ 282,000 $ 277,000 Leasehold improvements (a) 1 14 439,000 272,000 Computers, software, and equipment 1 11 2,813,000 2,684,000 3,534,000 3,234,000 Accumulated depreciation (2,361,000 ) (2095,000 ) Property and equipment, net $ 1,173,000 $ 1,138,000 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL 12/31/21 12/31/20 Beginning balance $ — $ — Additions 8,211,000 — Deferred tax liabilties associated with MVP acquistion 978,000 — Impairments (9,189,000 ) — Ending balance $ -0- $ — |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The following table illustrates finite intangible assets as of December 31, 2021, and 2020: SCHEDULE OF INTANGIBLE ASSETS Proprietary Technology Patents and Licenses Trade Names & Technology Customer Relationships Accumulated Accumulated Accumulated Accumulated Cost Amortization Cost Amortization Cost Amortization Cost Amortization Net Balance, 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 — — — (671,000 ) — (224,000 ) — (106,000 ) (1,001,000 ) Balance, December 31, 2020 $ — $ — $ 12,378,000 $ (11,175,000 ) $ 1,450,000 $ (914,000 ) $ 2,880,000 $ (2,698,000 ) $ 1,921,000 Additions 2,132,000 — — — 801,000 — 2,215,000 — 5,148,000 Amortization — (223,000 ) — (668,000 ) — (138,000 ) — (119,000 ) (1,148,000 ) Balance, December 31, 2021 $ 2,132,000 $ (223,000 ) $ 12,378,000 $ (11,843,000 ) $ 2,251,000 $ (1,052,000 ) $ 5,095,000 $ (2,817,000 ) $ 5,921,000 |
SCHEDULE OF CAPITALIZED INTANGIBLE COSTS | The Company has recognized net capitalized intangible costs as follows: SCHEDULE OF CAPITALIZED INTANGIBLE COSTS December 31, December 31, 2021 2020 Proprietary Technology $ 1,910,000 $ — Patents and Licenses 535,000 1,203,000 Trade Names and Technology 1,198,000 536,000 Customer Relationships 2,278,000 182,000 $ 5,921,000 $ 1,921,000 |
SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS | The Company has recognized the amortization of intangible assets as follows: SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS For the Years Ended December 31, 2021 2020 Proprietary Technology $ 223,000 $ — Patents and Licenses 668,000 671,000 Trade Names and Technology 138,000 224,000 Customer Relationships 119,000 106,000 $ 1,148,000 $ 1,001,000 |
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS | The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 5.3 years. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS 2021 Period ending December 31, 2022 $ 1,193,000 2023 656,000 2024 656,000 2025 656,000 2026 567,000 Thereafter 2,193,000 Finite-Lived Intangible Assets, Net, Total $ $5,921,000 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES December 31, 2021 December 31, 2020 Compensation $ 2,069,000 $ 512,000 Commissions 29,000 224,000 Warranty 130,000 284,000 Rent 185,000 — Accrued expenses other 687,000 1,255,000 Deferred Equity 55,000 65,000 Accrued expenses $ 3,155,000 $ 2,340,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | The table below represents the Company’s notes payable as of December 31, 2021, and 2020 SCHEDULE OF NOTES PAYABLE Principal 12/31/21 12/31/20 $ — $ 25,000 On April 13, 2020, the Company entered into a D & O insurance policy agreement for a $ 250,000 38,000 230,000 5.95 25,000 25,000 600 4,700 $ — $ 25,000 On April 5, 2021, the Company renewed its D & O insurance policy and increased the premium to approximately $ 1,098,000 225,000 872,000 5.25 99,000 19,000 0 99,000 -0- $ 99,000 $ 25,000 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF OPERATING LEASE DATA | The following table illustrates approximate specific operating lease data for years ended December 31, 2021, and 2020: SCHEDULE OF OPERATING LEASE DATA For the Years Ended December 31, 2021 2020 Lease cost: Operating lease cost $ 472,000 $ 687,000 Short-term lease cost 417,000 476,000 Variable lease cost — — Sublease income — (97,000 ) Total lease cost $ 889,000 $ 1,066,000 Cash paid for amounts in lease liabilities: Operating cash flows from operating leases $ 635,000 $ 774,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 1,102,000 Weighted-average remaining lease term—operating leases 3.8 4.2 Weighted-average discount rate—operating leases 9.3 % 9.1 % |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES | Maturities of our operating lease liabilities were as follows as of December 31, 2021: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES Amount 2022 $ 724,000 2023 657,000 2024 507,000 2025 312,000 2026 250,000 Thereafter 12,000 Total undiscounted operating lease payments 2,462,000 Less: amount representing an imputed interest 395,000 Total present value of operating lease liabilities 2,067,000 Less: Current operating lease liabilities 559,000 Non-current operating lease liabilities $ $1,508,000 |
SCHEDULE OF LEASE OBLIGATIONS ASSUMED | The table below lists the location and lease expiration date from 2022 through 2027: SCHEDULE OF LEASE OBLIGATIONS ASSUMED Location Square Footage Lease-End Date Approximate Colchester, U.K. – Waterside House 16,000 Mar 2025 $ 878,000 Singapore 950 July 2023 50,000 Sarasota, FL 1,205 Sep 2022 26,000 Billerica, MA 2,000 Dec 2026 513,000 Hemel, UK 12,870 Oct 2023 322,000 Mount Olive, NJ 7,979 Jan 2027 673,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | The following table represents a summary of related party transactions year ended December 31, 2021, and 2020: SCHEDULE OF RELATED PARTY TRANSACTIONS 2021 2020 For the years ended December 31, 2021 2020 Consulting fees incurred, recurring $ — $ 200,000 Consulting fees incurred, non-recurring $ — $ 120,000 Amounts repaid to MBMG in cash $ — $ * 825,000 * includes a final settlement in the amount of $ 230,000 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF VALUATION AND WARRANTS EXERCISABLE | The following are the key assumptions used in connection with the valuation of the warrants exercisable into common stock for the years ended on December 31, 2021, and 2020: SCHEDULE OF VALUATION AND WARRANTS EXERCISABLE December 31, 2021 2020 Number of shares underlying the warrants 66,341 75,855 The fair market value of stock $ 1.18 $ 1.32 Exercise price $ 60.00 150.00 $ 0.906 827.78 Volatility 96.90 101.00 % 70 179 % Risk-free interest rate 0.19 0.39 % 0.09 0.19 % Expected dividend yield — — Warrant life (years) 0.6 1.4 0.4 2.4 |
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: SCHEDULE OF CHANGES IN FAIR VALUE OF LEVEL 3 FINANCIAL LIABILITIES 2021 2020 For the Years Ended December 31, 2021 2020 Beginning balance $ 22,000 $ 30,000 Change in fair value of derivative liabilities (22,000 ) (8,000 ) Ending balance $ — $ 22,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT OUTSTANDING | The following tables sets forth common stock purchase warrants outstanding as of December 31, 2021: SCHEDULE OF WARRANT OUTSTANDING Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2020 222,360 $ 89.60 Warrants granted 9,120,910 $ 3.30 Warrants exercised (10,063 ) $ (1.20 ) Warrants canceled/expired (123,396 ) $ (98.30 ) Outstanding, December 31, 2021 9,209,811 $ 4.10 Exercisable, December 31, 2021 9,209,811 $ 4.10 |
Schedule of Warrant Outstanding Exercise Price | Schedule of Warrant Outstanding Exercise Price Common stock issuable upon exercise of warrants outstanding Common stock issuable upon warrants exercisable Range of Exercise Prices Warrants Outstanding (in shares) Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Warrants Exercisable (in shares) Weighted Average Remaining Exercisable Contractual Life (years) Weighted Average Exercise Price $ 3.25 9,090,910 4.11 $ 3.250 9,090,910 4.11 $ 3.250 $ 3.41 30,000 2.18 $ 3.410 30,000 2.18 $ 3.410 $ 30.000 683 2.54 $ 30.000 683 2.54 $ 30.000 $ 60.000 53,333 1.41 $ 60.000 53,333 1.41 $ 60.000 $ 120.000 21,877 0.12 $ 120.000 21,877 0.12 $ 120.000 $ 150.000 13,008 0.63 $ 150.000 13,008 0.63 $ 150.000 9,209,811 4.08 $ 4.10 222,360 4.08 $ 4.10 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Stock Units (RSUs) [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF STOCK OPTION PLANS | The following table illustrates various plan data under time-based restricted stock awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS 2021 2020 December 31, 2021 2020 Stock-based compensation expense $ — $ — Weighted average remaining contractual life — options outstanding and exercisable 2.5 years — Remaining expense of stock-based compensation $ 2,533,000 $ — Remaining amortization period 2.5 years — Intrinsic value per share $ — $ — Status: Quantity outstanding 798,655 — Weighted-average exercise price $ 3.78 $ — Quantity exercisable — — Weighted-average exercise price $ — $ — Range of exercise prices $ 1.89 to $ 3.60 — |
SUMMARY OF GRANTS UNDER AMENDED PLAN | The Company granted the following awards under the amended Plan for restricted stock units (“RSUs”) subject to continued employment: SUMMARY OF GRANT AWARDS UNDER AMENDED PLAN Grant Exercise Initial RSUs Vesting Remaining RSUs Vesting Recipient Date Units Price Date Units Units Terms Carleton M. Miller — CEO 3/3/21 598,665 $ 3.60 3/3/22 199,555 399,110 24 months Michel Bais — Managing Director 8/17/21 200,000 $ 1.89 8/17/22 50,000 150,000 36 months |
Time Vested Option [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF STOCK OPTION PLANS | In connection with their employment agreement(s), the Company granted the following ten-year, non-statutory time-vested option inducement awards under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans (all subject to continued employment): SCHEDULE OF STOCK OPTION PLANS, TIME VESTED OPTION Recipient Date of Grant Options Granted Exercise Price Vesting Commencement Date Expiration Date 25% Vesting 75% Remaining Vesting ●Carleton M. Miller — CEO 1/22/20 359,247 $ 1.71 1/22/20 1/22/30 1/22/21 36 months ●Michael Bond — CFO 2/27/20 135,168 $ 0.96 4/1/20 4/1/30 4/1/21 36 months |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | In determining the time-vested options award’s grant-date fair value, the following assumptions were used: SCHEDULE OF SHARE-BASED PAYMENT AWARD STOCK OPTIONS Expected term (years) Expected dividend yield Risk-free interest rate Volatility Exercise Price For the year ended December 31, 2020: ● Carleton M. Miller — CEO 6.5 — 1.57 % 153.0 % $ 1.71 ● Michael Bond — CFO 6.3 — 0.62 % 155.0 % $ 0.96 |
Time Vested Option [Member] | Equity Option [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF STOCK OPTION PLANS | The following table illustrates various plan data under time-vested stock option awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS 2021 2020 December 31, 2021 2020 Stock-based compensation expense $ 113,000 $ 105,000 Weighted average remaining contractual life — options outstanding and exercisable 8.1 9.1 Remaining expense of stock-based compensation $ 498,000 $ 611,000 Remaining amortization period 2.1 3.1 Intrinsic value per share $ 0.80 $ 0.08 Status: Quantity outstanding 494,415 494,415 Weighted-average exercise price $ 1.01 $ 1.24 Quantity exercisable 236,915 - 0 Weighted-average exercise price $ 0.65 $ - 0 Range of exercise prices $ 0.96 1.71 $ 0.96 1.71 |
Performance Based Option [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF STOCK OPTION PLANS | The following table illustrates various plan data under performance-based stock option awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS 2021 2020 December 31, 2021 2020 Stock-based compensation expense $ — $ — Weighted average remaining contractual life — options outstanding and exercisable 8.1 9.1 Remaining expense of stock-based compensation $ 414,000 $ 414,000 Remaining amortization period 3.1 4.1 Intrinsic value per share $ 0.16 $ 0.26 Status: Quantity outstanding 250,000 250,000 Weighted-average exercise price $ 1.65 $ 1.65 Quantity exercisable — — Weighted-average exercise price $ — $ — Range of exercise prices $ 0.01 1.71 |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | In determining the time-vested options award’s grant-date fair value, the following assumptions were used: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Expected term (years) Expected dividend yield Risk-free interest rate Volatility Exercise Price For the year ended December 31, 2020: ● Carleton M. Miller — CEO 6.5 — 1.57 % 153.0 % $ 1.71 |
Performance Based Option [Member] | Restricted Stock Units (RSUs) [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF STOCK OPTION PLANS | The following table illustrates various plan data under performance-based restricted stock awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS 2021 2020 December 31, 2021 2020 Stock-based compensation expense $ 3,722,000 $ — Remaining expense of stock-based compensation $ — $ 487,000 Intrinsic value per share $ — $ 0.32 Status: Quantity outstanding 1,267,380 368,715 Weighted-average exercise price - outstanding $ 2.94 $ 1.32 Quantity exercisable 1,267,380 — Weighted-average exercise price - exercisable $ 2.94 $ — Range of exercise prices $ 1.32 3.60 3.60 |
SUMMARY OF GRANTS UNDER AMENDED PLAN | The Company granted the following awards under the amended Plan for restricted stock units (“RSUs”) subject to performance vesting conditions and continued employment: SUMMARY OF GRANTS UNDER AMENDED PLAN Grant Exercise Units Vesting Schedule Recipient Date Units Price Tranche 1 Tranche 2 Tranche 3 Carleton M. Miller — CEO 3/3/21 896,665 $ 3.60 * 299,555 ** 299,555 *** 299,555 Michael Bond — CFO 12/31/20 368,715 $ 1.32 ^ 122,905 ^^ 122,905 ^^^ 122,905 * RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. ** RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $27,010,500 accumulated over four consecutive fiscal quarters. *** RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. ^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. ^^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than 27,010,500 accumulated over four consecutive fiscal quarters. ^^^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. * RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. ** RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $27,010,500 accumulated over four consecutive fiscal quarters. *** RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. ^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. ^^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than 27,010,500 accumulated over four consecutive fiscal quarters. ^^^ RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. |
Performance Based Option [Member] | Chief Executive Officer [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF NON-STATUTORY PERFORMANCE-BASED STOCK OPTION ACTIVITY | In connection with their employment agreement, the Company granted the following ten-year, non-statutory performance-based stock option inducement award under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans that will vest in three equal tranches SCHEDULE OF NON-STATUTORY PERFORMANCE-BASED STOCK OPTION ACTIVITY Date of Options Exercise Options Vesting Dates Options Vesting Schedule Recipient Grant Granted Price Commencement Expiration Tranche 1 Tranche 2 Tranche 3 Carleton M. Miller — CEO 1/22/20 250,000 $ 1.71 1/22/20 1/22/30 * 83,334 ** 83,333 *** 83,333 Applicable performance conditions: * 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. ** 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. *** 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. * 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. ** 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. *** 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. |
Defined Benefit Plan, Equity Securities [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF STOCK OPTION PLANS | The following table illustrates various plan data under equity incentive plan awards as of December 31, 2021, and 2020: SCHEDULE OF STOCK OPTION PLANS December 31, 2021 2020 Stock-based compensation expense $ 27,000 $ 610,000 Remaining expense of stock-based compensation $ 1,000 $ 30,000 Remaining amortization period 0.3 1.1 Intrinsic value per share $ — $ — Status: Beginning balance, quantity of outstanding options 56,399 84,175 Options canceled/expired (6,474 ) (27,776 ) Ending balance, quantity of outstanding options 49,925 56,399 Ending balance, quantity of exercisable options 48,703 53,009 Range of exercise prices $ 6.96 $ 1,173.60 Weighted Averages: Outstanding, beginning of year $ 89.79 $ 88.98 Canceled, expired (84.13 ) (91.30 ) Outstanding, end of year $ 88.04 $ 89.79 Exercisable, end of year $ 89.80 $ 92.01 Remaining contractual life in years, outstanding and exercisable options 5.5 6.5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF SUBSEQUENT MONTHLY PAYMENTS | SCHEDULE OF SUBSEQUENT MONTHLY PAYMENTS March 15, 2021 $ 100,000 April 15, 2021 $ 100,000 May 15, 2021 $ 100,000 June 15, 2021 $ 100,000 July 15, 2021 $ 100,000 August 13, 2021 $ 93,200 |
SCHEDULE OF MATCHING CONTRIBUTIONS | The table below represents the Company’s matching contributions as follows: SCHEDULE OF MATCHING CONTRIBUTIONS For the Years Ended December 31, 2021 2020 Company matching contributions - 401K Plan $ -0- $ -0- Company matching contributions - Group Personal Pension Plan, UK $ 169,000 $ 92,000 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The Company has one operating segment, and the decision-making group is the senior executive management team. We disaggregated revenue by primary geographical markets and revenue source in the following tables: SCHEDULE OF DISAGGREGATION OF REVENUE For the Years Ended December 31, 2021 2020 Primary geographical markets: North America $ 18,050,000 $ 9,107,000 South America 361,000 106,000 Europe 11,389,000 9,435,000 Asia 1,975,000 2,413,000 Rest of World 2,107,000 1,821,000 $ 33,882,000 $ 22,882,000 Primary revenue source: Equipment sales $ 31,733,000 $ 20,087,000 Installation, integration, and repairs 1,082,000 2,199,000 Warranties 743,000 254,000 Other (See Note 20) 324,000 342,000 $ 33,882,000 $ 22,882,000 Long-Lived Assets: United States $ 2,410,000 $ 2,676,000 United Kingdom 14,257,000 1,460,000 $ 16,667,000 $ 4,136,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes consists of the following: Schedule of Components of Income Tax Expense (Benefit) 2021 2020 For the Years Ended December 31, 2021 2020 Current tax provision Federal $ — $ — State 7,000 9,000 Current income tax expense, total 7,000 9,000 Deferred tax provision (benefit) Federal (503,000 ) (1,861,000 ) State 1,025,000 (55,000 ) Foreign (2,052,000 ) (2,040,000 ) Change in the valuation allowance 1,530,000 (3,956,000 ) Total deferred tax provision (benefit) — — Income tax provision $ 7,000 $ 9,000 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory tax rate to the effective tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation 2021 2020 For the Years Ended December 31, 2021 2020 Statutory federal income tax rate 21.00 % 21.00 % State and local taxes, net of federal benefit (6.27 ) 1.67 Permanent differences (9.12 ) (0.13 ) Provision to return (0.03 ) (0.06 ) DTA adjustment for state NOL (0.06 ) (0.63 ) Foreign Rate Differential (1.96 ) (0.94 ) Change rate (5.06 ) (0.72 ) Valuation allowance 1.46 (20.24 ) Effective tax rate (0.04 )% (0.05 )% |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities 2021 2020 For the Years Ended December 31, 2021 2020 Deferred Tax Assets Federal R&D credit $ 3,007,000 $ 3,007,000 Inventory 457,000 1,287,000 Allowance for bad debt 76,000 72,000 Compensation related 298,000 17,000 Pension 39,000 8,000 Other accruals 16,000 29,000 State net operating losses 4,644,000 5,710,000 Federal net operating losses 43,045,000 40,992,000 Property and equipment 82,000 98,000 Stock options 7,621,000 6,673,000 Other 1,097,000 1,154,000 Valuation Allowance (60,048,000 ) (58,518,000 ) Total Deferred Tax Assets 334,000 529,000 Deferred Tax Liabilities Property and Equipment (47,000 ) (87,000 ) Intangibles (1,230,000 ) (419,000 ) Prepaid Expenses (35,000 ) (23,000 ) Total Deferred Tax Liabilities (1,312,000 ) (529,000 ) Net Deferred Tax Asset/(Liability) $ (978,000 ) $ — |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details Narrative) - USD ($) | Mar. 31, 2022 | Feb. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Operating Income (Loss) | $ 17,747,000 | $ 17,888,000 | ||
Net Cash Provided by (Used in) Operating Activities | 9,601,000 | 14,354,000 | ||
[custom:WorkingCapital-0] | 50,700,000 | |||
Retained Earnings (Accumulated Deficit) | 286,529,000 | $ 270,147,000 | ||
Cash | $ 36,200,000 | |||
Issuance of common stock shares | 6,163,198 | 6,508,860 | ||
Proceeds from issuance of common stock | $ 12,600,000 | $ 12,548,000 | ||
Proceeds from public offering | $ 12,600,000 | $ 12,060,000 | ||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock shares | 18,181,820 | |||
Proceeds from public offering | $ 46,820,000 | |||
Warrants to purchase shares of common stock | 9,090,910 | |||
Warrant term | 5 years | |||
Warrant exercise price | $ 3.25 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock value | $ 4,500,000 |
SCHEDULE OF PRODUCT WARRANTY LI
SCHEDULE OF PRODUCT WARRANTY LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Warranty reserve, beginning | $ 283,000 | $ 335,000 |
Warranty reserve expense | 8,000 | |
Warranty claims settled and true-up of accrual | (152,000) | (60,000) |
Warranty reserve, ending | $ 131,000 | $ 283,000 |
SCHEDULE OF ANTI-DILIUTIVE POTE
SCHEDULE OF ANTI-DILIUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM THE CALCULATION OF LOSS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: | ||
Total | 10,763 | 234 |
Stock Options [Member] | ||
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: | ||
Total | 1,553 | 56 |
Warrants [Member] | ||
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: | ||
Total | 9,210 | 178 |
SCHEDULE OF FOREIGN EXCHANGE AN
SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net foreign exchange transactions: Losses | $ 100,000 | $ 27,000 |
Accumulated comprehensive income: Unrealized losses on currency translation adjustment | $ 445,000 | $ 59,000 |
SCHEDULE OF FAIR VALUE, ASSETS
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS (Details) | Dec. 31, 2020USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | $ 6,600,000 |
Derivative liability | 22,000 |
Total Liabilities | 22,000 |
Impaired Inventory [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | 3,800,000 |
Abandonment of Property and Equipment [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | 1,700,000 |
Abandonment of Right-of-use Operating Leases [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | 1,100,000 |
Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | |
Derivative liability | |
Total Liabilities | |
Fair Value, Inputs, Level 1 [Member] | Impaired Inventory [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | |
Fair Value, Inputs, Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | |
Derivative liability | |
Total Liabilities | |
Fair Value, Inputs, Level 2 [Member] | Impaired Inventory [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | 6,600,000 |
Derivative liability | 22,000 |
Total Liabilities | 22,000 |
Fair Value, Inputs, Level 3 [Member] | Impaired Inventory [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | 3,800,000 |
Fair Value, Inputs, Level 3 [Member] | Abandonment of Property and Equipment [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | 1,700,000 |
Fair Value, Inputs, Level 3 [Member] | Abandonment of Right-of-use Operating Leases [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total Assets (non-recurring) | $ 1,100,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2021GBP (£) | |
Product Information [Line Items] | |||||
Cash FDIC insured amount | $ 250,000 | $ 250,000 | £ 85,000 | ||
Dutch deposit guarantee scheme | € | € 100,000 | ||||
Revenue | 33,882,000 | $ 22,882,000 | |||
Impairment of goodwill | 9,189,000 | ||||
Amortization | 1,148,000 | 1,001,000 | |||
Shipping and handling costs | 581,000 | 432,000 | |||
Impairment charges | 3,800,000 | ||||
Property and equipment of disposals | 700,000 | ||||
Loss on impairment of right-of-use assets | 895,000 | ||||
Advertising costs | $ 139,000 | $ 114,000 | |||
Foreign Currency Exchange Rate, Translation | 1 | ||||
Foreign Currency Exchange Rate, Remeasurement | 1 | ||||
GBP To USD [Member] | |||||
Product Information [Line Items] | |||||
Foreign Currency Exchange Rate, Translation | 1 | 1 | 1 | 1 | |
Foreign Currency Exchange Rate, Remeasurement | 1 | 1 | 1 | 1 | |
GBP [Member] | GBP To USD [Member] | |||||
Product Information [Line Items] | |||||
Foreign Currency Exchange Rate, Translation | 1.351043 | 1.351043 | 1.351043 | 1.351043 | |
Foreign Currency Exchange Rate, Remeasurement | 1.375369 | 1.375369 | 1.375369 | 1.375369 | |
GBP [Member] | Euro To GBP [Member] | |||||
Product Information [Line Items] | |||||
Foreign Currency Exchange Rate, Translation | 1 | 1 | 1 | 1 | |
Foreign Currency Exchange Rate, Remeasurement | 1 | 1 | 1 | 1 | |
Euro [Member] | Euro To GBP [Member] | |||||
Product Information [Line Items] | |||||
Foreign Currency Exchange Rate, Translation | 0.839362 | 0.839362 | 0.839362 | 0.839362 | |
Foreign Currency Exchange Rate, Remeasurement | 0.850858 | 0.850858 | 0.850858 | 0.850858 | |
British Pounds [Member] | |||||
Product Information [Line Items] | |||||
Foreign Currency Exchange Rate, Translation | 1.364900 | ||||
Foreign Currency Exchange Rate, Remeasurement | 1.28336 | ||||
Patents and Licenses [Member] | |||||
Product Information [Line Items] | |||||
Amortization | $ 668,000 | $ 671,000 | |||
Other Intangible Assets [Member] | |||||
Product Information [Line Items] | |||||
Amortization | 257,000 | 330,000 | |||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 10,467,000 | ||||
Concentration risk percentage | 31.00% | ||||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 6,337,000 | ||||
Concentration risk percentage | 19.00% | ||||
Customer Single [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 46.00% | 39.00% | |||
Accounts Receivable, after Allowance for Credit Loss | $ 4,204,000 | 2,613,000 | $ 4,204,000 | ||
Minimum [Member] | |||||
Product Information [Line Items] | |||||
Cash uninsured amount | $ 35,200,000 | $ 3,900,000 | $ 35,200,000 | ||
Estimated useful life | 1 year | ||||
Minimum [Member] | Patents and Licenses [Member] | |||||
Product Information [Line Items] | |||||
Estimated useful life | 18 years 6 months | ||||
Minimum [Member] | Other Intangible Assets [Member] | |||||
Product Information [Line Items] | |||||
Finite-lived intangible asset, useful life | 3 years | ||||
Maximum [Member] | |||||
Product Information [Line Items] | |||||
Estimated useful life | 14 years | ||||
Maximum [Member] | Patents and Licenses [Member] | |||||
Product Information [Line Items] | |||||
Estimated useful life | 20 years | ||||
Maximum [Member] | Other Intangible Assets [Member] | |||||
Product Information [Line Items] | |||||
Finite-lived intangible asset, useful life | 15 years |
SCHEDULE OF IDENTIFIABLE ASSETS
SCHEDULE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) | Aug. 16, 2021USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Cash | $ 18,311,000 |
Cash | 965,000 |
Accounts receivable, net | 911,000 |
Inventories, net | 3,765,000 |
Prepaid expense and other assets | 625,000 |
Property and equipment, net | 37,000 |
Accounts payable | (507,000) |
Accrued expenses | (551,000) |
Customer deposits and deferred revenue | (293,000) |
Deferred tax liabilities | 978,000 |
Total identifiable assets acquired | 5,930,000 |
Consideration paid | 18,311,000 |
Excess of consideration paid over net assets acquired | 12,381,000 |
Total intangible assets acquired | 14,337,000 |
Goodwill [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 9,188,566 |
Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 800,688 |
Proprietary Technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 2,132,749 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 2,214,997 |
Previously Reported [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Cash | 18,311,000 |
Cash | 965,000 |
Accounts receivable, net | 911,000 |
Inventories, net | 2,534,000 |
Prepaid expense and other assets | 625,000 |
Property and equipment, net | 149,000 |
Accounts payable | (507,000) |
Accrued expenses | (551,000) |
Customer deposits and deferred revenue | (293,000) |
Total identifiable assets acquired | 3,833,000 |
Consideration paid | 18,311,000 |
Excess of consideration paid over net assets acquired | 14,478,000 |
Total intangible assets acquired | 14,478,000 |
Previously Reported [Member] | Goodwill [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 8,175,000 |
Previously Reported [Member] | Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 730,000 |
Previously Reported [Member] | Proprietary Technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 1,850,000 |
Previously Reported [Member] | Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 3,723,000 |
Revision of Prior Period, Adjustment [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Cash | |
Cash | |
Accounts receivable, net | |
Inventories, net | 1,231,000 |
Prepaid expense and other assets | |
Property and equipment, net | (112,000) |
Accounts payable | |
Accrued expenses | |
Customer deposits and deferred revenue | |
Deferred tax liabilities | 978,000 |
Total identifiable assets acquired | 2,097,000 |
Consideration paid | |
Excess of consideration paid over net assets acquired | (2,097,000) |
Total intangible assets acquired | 4,053,000 |
Revision of Prior Period, Adjustment [Member] | Goodwill [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 1,013,566 |
Revision of Prior Period, Adjustment [Member] | Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 70,688 |
Revision of Prior Period, Adjustment [Member] | Proprietary Technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | 282,749 |
Revision of Prior Period, Adjustment [Member] | Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets acquired | $ (1,508,003) |
SCHEDULE OF ACQUIRED INTANGIBLE
SCHEDULE OF ACQUIRED INTANGIBLE WITH THEIR RELATIVE USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Trade name [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Customer Relationships | 15 years |
Proprietary Technologies [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Customer Relationships | 5 years |
Customer Relationship [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Customer Relationships | 10 years |
Goodwill Intangibles [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Goodwill | Indefinite |
SCHEDULE OF UNAUDITED PRO-FORMA
SCHEDULE OF UNAUDITED PRO-FORMA COMBINED RESULTS OF OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues, net | $ 36,843 | $ 29,282 |
Net income (loss) allocable to common stockholders | $ (16,173) | $ (17,575) |
Net income (loss) per share | $ (0.37) | $ (1.15) |
Weighted average number of shares outstanding | 43,484 | 14,811 |
ACQUISITION OF MOBILE VIEWPOI_3
ACQUISITION OF MOBILE VIEWPOINT CORPORATE B.V. (Details Narrative) $ in Thousands | Aug. 16, 2021USD ($) | Aug. 16, 2021EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 13, 2021 |
Business Acquisition [Line Items] | |||||
Foreign currency exchange rate | 1 | ||||
Increase of inventory | $ 1,230 | ||||
Decrease in prepaid expenses and other current assets | 110 | $ 2,470 | $ 814 | ||
Reciprocal of inventory, increased | 110 | ||||
Operating and comprehensive loss | (17,747) | $ (17,888) | |||
Mobile Viewpoint Corporate [Member] | |||||
Business Acquisition [Line Items] | |||||
Operating and comprehensive loss | 2,300 | ||||
Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Customer Relationships | 70 | ||||
Proprietary Technology [Member] | |||||
Business Acquisition [Line Items] | |||||
Customer Relationships | 28 | ||||
Goodwill [Member] | |||||
Business Acquisition [Line Items] | |||||
Customer Relationships | 40 | ||||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Customer Relationships | 1,510 | ||||
Mobile Viewpoint Corporate BV [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 17,500 | € 14,824,278 | |||
Foreign currency exchange rate | 0.85 | ||||
Acquisition payment amount | € | € 717,785 | ||||
Acquisition related costs | $ 1,600 | ||||
Mobile Viewpoint Corporate BV [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of outstanding capital acquired | 100.00% |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable | ||
Accounts receivable | $ 10,327,000 | $ 6,061,000 |
Allowance for doubtful accounts | (1,258,000) | (1,536,000) |
Net accounts receivable | $ 9,069,000 | $ 4,525,000 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable | ||
Bad debt expense | $ 247,000 | |
Bad debt expense | 233,000 | $ 794,000 |
Recovered bad debts | $ 324,000 | $ 0 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 11,308,000 | $ 8,053,000 |
Work-in-process | 2,105,000 | 1,542,000 |
Finished goods | 5,011,000 | 4,511,000 |
Sub-total inventories | 18,424,000 | 14,106,000 |
Less reserve for slow-moving and excess inventory | (6,530,000) | (8,120,000) |
Total inventories, net | $ 11,894,000 | $ 5,986,000 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Inventory valuation adjustments | $ 843,000 | $ 415,000 |
Product lines impairing of inventories | 3,801,000 | |
Product Rationalization Program [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Product lines impairing of inventories | $ 0 | $ 3,800,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,534,000 | $ 3,234,000 |
Accumulated depreciation | (2,361,000) | (2,095,000) |
Property and equipment, net | $ 1,173,000 | 1,138,000 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 1 year | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 14 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 282,000 | $ 277,000 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 1 year | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 439,000 | $ 272,000 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 1 year | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 14 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,813,000 | $ 2,684,000 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 1 year | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 11 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment, depreciation | $ 195,000 | $ 410,000 |
Property and equipement, holds | 1,031,000 | |
Property and equipement, loss | $ 681,000 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance, Goodwill | ||
Goodwill additions | 8,211,000 | |
Deferred tax liabilties associated with MVP acquistion | 978,000,000 | |
Goodwill impairment | (9,189,000) | |
Ending balance, Goodwill | $ 0 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Beginning balance cost/ accumulated amortization | $ 1,921,000 | $ 2,922,000 |
Addition, cost/ accumulated amortization | 5,148,000 | |
Amortization, cost/ accumulated amortization | (1,148,000) | (1,001,000) |
Ending balance, cost/ accumulated amortization | 5,921,000 | |
Proprietary Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning balance cost | ||
Beginning balance, accumulated amortization | ||
Intangible assets, Additions | 2,132,000 | |
Intangible assets accumulated amortization, Additions | ||
Intangible assets, Amortization | ||
Intangible assets accumulated Amortization | (223,000) | |
Ending balance cost | 2,132,000 | |
Ending balance, accumulated Amortization | (223,000) | |
Patents and Licenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning balance cost | 12,378,000 | 12,378,000 |
Beginning balance, accumulated amortization | (11,175,000) | (10,504,000) |
Intangible assets, Additions | ||
Intangible assets accumulated amortization, Additions | ||
Intangible assets, Amortization | ||
Intangible assets accumulated Amortization | (668,000) | (671,000) |
Ending balance cost | 12,378,000 | 12,378,000 |
Ending balance, accumulated Amortization | (11,843,000) | (11,175,000) |
Trade Names And Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning balance cost | 1,450,000 | 1,450,000 |
Beginning balance, accumulated amortization | (914,000) | (690,000) |
Intangible assets, Additions | 801,000 | |
Intangible assets accumulated amortization, Additions | ||
Intangible assets, Amortization | ||
Intangible assets accumulated Amortization | (138,000) | (224,000) |
Ending balance cost | 2,251,000 | 1,450,000 |
Ending balance, accumulated Amortization | (1,052,000) | (914,000) |
Customer Relationships [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning balance cost | 2,880,000 | 2,880,000 |
Beginning balance, accumulated amortization | (2,698,000) | (2,592,000) |
Intangible assets, Additions | 2,215,000 | |
Intangible assets accumulated amortization, Additions | ||
Intangible assets, Amortization | ||
Intangible assets accumulated Amortization | (119,000) | (106,000) |
Ending balance cost | 5,095,000 | 2,880,000 |
Ending balance, accumulated Amortization | $ (2,817,000) | $ (2,698,000) |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment charges | $ 9,189,000 |
SCHEDULE OF CAPITALIZED INTANGI
SCHEDULE OF CAPITALIZED INTANGIBLE COSTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Intangible assets | $ 5,921,000 | $ 1,921,000 |
Proprietary Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible assets | 1,910,000 | |
Patents and Licenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible assets | 535,000 | 1,203,000 |
Trade Names And Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible assets | 1,198,000 | 536,000 |
Customer Relationships [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible assets | $ 2,278,000 | $ 182,000 |
SCHEDULE OF AMORTIZATION OF INT
SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Amortization of intangible assets | $ 1,148,000 | $ 1,001,000 |
Proprietary Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization of intangible assets | 223,000 | |
Patents and Licenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization of intangible assets | 668,000 | 671,000 |
Trade Names And Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization of intangible assets | 138,000 | 224,000 |
Customer Relationships [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization of intangible assets | $ 119,000 | $ 106,000 |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 1,193,000 | |
2023 | 656,000 | |
2024 | 656,000 | |
2025 | 656,000 | |
2026 | 567,000 | |
Thereafter | 2,193,000 | |
Finite-Lived Intangible Assets, Net, Total | $ 5,921,000 | $ 1,921,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Proprietary Technology [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Proprietary Technology [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
Patents and Licenses [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 19 years 9 months 18 days |
Patents and Licenses [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 20 years |
Trade Names And Technology [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Trade Names And Technology [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 15 years |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Compensation | $ 2,069,000 | $ 512,000 |
Commissions | 29,000 | 224,000 |
Warranty | 130,000 | 284,000 |
Rent | 185,000 | |
Accrued expenses other | 687,000 | 1,255,000 |
Deferred Equity | 55,000 | 65,000 |
Accrued expenses | $ 3,155,000 | $ 2,340,000 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Remaining debt principal payment | $ 99,000 | $ 25,000,000 |
D and O Insurance Policy [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Remaining debt principal payment | 25,000 | |
D And O Insurance Policy Renewed [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Remaining debt principal payment | $ 99,000 | $ 0 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Apr. 13, 2020 | Apr. 05, 2020 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
D and O Insurance Policy [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt Instrument, Face Amount | $ 250,000 | ||||
Debt instrument down payment | 38,000 | ||||
Notes Payable | $ 230,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.95% | ||||
Debt Instrument, Periodic Payment, Interest | $ 25,000 | ||||
Debt Instrument, Periodic Payment, Principal | $ 25,000 | ||||
Interest Expense | $ 600 | $ 4,700 | |||
D And O Insurance Policy Renewed [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,098,000 | ||||
Debt instrument down payment | 225,000 | ||||
Notes Payable | $ 872,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||||
Debt Instrument, Periodic Payment, Interest | $ 99,000 | ||||
Interest Expense | $ 19,000 | $ 0 |
PAYROLL PROTECTION PROGRAM LO_2
PAYROLL PROTECTION PROGRAM LOAN (Details Narrative) - USD ($) | Apr. 10, 2020 | Apr. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from loan | $ 1,168,000 | |||
Settlement of debt | $ 1,168,000 | $ 1,362,000 | $ 90,000 | |
Paycheck Protection Program [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt interest rate | 1.00% | |||
Debt maturity date | Apr. 5, 2022 |
SCHEDULE OF OPERATING LEASE DAT
SCHEDULE OF OPERATING LEASE DATA (Details) - USD ($) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Leases | |||
Operating lease cost | $ 472,000 | $ 687,000 | |
Short-term lease cost | 417,000 | 476,000 | |
Variable lease cost | |||
Sublease income | (97,000) | ||
Total lease cost | 889,000 | 1,066,000 | |
Operating cash flows from operating leases | 635,000 | $ 774,000 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,102,000 | ||
Operating Lease, Weighted Average Remaining Lease Term | 3 years 9 months 18 days | 4 years 2 months 12 days | 4 years 2 months 12 days |
Weighted-average discount rate-operating leases | 9.30% | 9.10% | 9.10% |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES (Details) | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 724,000 |
2023 | 657,000 |
2024 | 507,000 |
2025 | 312,000 |
2026 | 250,000 |
Thereafter | 12,000 |
Total undiscounted operating lease payments | 2,462,000 |
Less: amount representing an imputed interest | 395,000 |
Total present value of operating lease liabilities | 2,067,000 |
Less: Current operating lease liabilities | 559,000 |
Non-current operating lease liabilities | $ 1,508,000 |
SCHEDULE OF LEASE OBLIGATIONS A
SCHEDULE OF LEASE OBLIGATIONS ASSUMED (Details) ft² in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021USD ($)ft² | |
Approximate Future Payments | $ 2,462,000 | |
Colchester UK waterside house [Member] | ||
Area of land | ft² | 16,000 | |
Lease-End Date | Mar 2025 | |
Approximate Future Payments | $ 878,000 | |
SINGAPORE | ||
Area of land | ft² | 950 | |
Lease-End Date | July 2023 | |
Approximate Future Payments | $ 50,000 | |
SarasotaFL [Member] | ||
Area of land | ft² | 1,205 | |
Lease-End Date | Sep 2022 | |
Approximate Future Payments | $ 26,000 | |
BillericaMa [Member] | ||
Area of land | ft² | 2,000 | |
Lease-End Date | Dec 2026 | |
Approximate Future Payments | $ 513,000 | |
Hemel UK [Member] | ||
Area of land | ft² | 12,870 | |
Lease-End Date | Oct 2023 | |
Approximate Future Payments | $ 322,000 | |
NJ [Member] | ||
Area of land | ft² | 7,979 | |
Lease-End Date | Jan 2027 | |
Approximate Future Payments | $ 673,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Jul. 03, 2020USD ($)ft² | Apr. 28, 2020 | Jan. 24, 2020USD ($)ft² | Jan. 20, 2020USD ($) | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($)ft² | Nov. 01, 2021ft² | Jan. 23, 2020ft² |
Right of use of assets | $ 1,362,000 | $ 1,077,000 | ||||||
Right of use assets, accumulated depreciation | 1,030,000 | |||||||
Operating lease liabilities | 2,067,000 | |||||||
Current operating lease liabilities | 560,000 | |||||||
Non-current operating lease liabilities | $ 1,510,000 | |||||||
Weighted-average remaining term | 3 years 9 months 18 days | 4 years 2 months 12 days | ||||||
Weighted-average discount rate | 9.30% | |||||||
Area of land description | commencing on July 3, 2021, and terminating on July 2, 2022, for 976 square feet of administrative office space in Dubai Studio City, UAE, for AED 5,995 or approximately $1,620 monthly | |||||||
Payment for rent | $ 10,869 | |||||||
Payment for Rent Percentage | 3.00% | |||||||
Accumulated amortization of operating lease | $ 237,000 | $ 522,000 | ||||||
Gain on lease termination | 21,000 | |||||||
Lease impairment charges to right-of-use operating assets | 895,000 | |||||||
Accounting Standards Update 2016-02 [Member] | ||||||||
Right of use of assets | 474,000 | |||||||
Current operating lease liabilities | $ 474,000 | |||||||
New Lease Agreement [Member] | ||||||||
Right of use of assets | 522,000 | |||||||
Operating lease liabilities | $ 522,000 | |||||||
UNITED KINGDOM | ||||||||
Area of land description | the Company entered into a one-year lease for 600 square feet of administrative office space in Lutton, UK, commencing on February 1, 2021, and terminating on January 31, 2022, for £1,674 or approximately $2,290 monthly | |||||||
NJ [Member] | ||||||||
Area of land | ft² | 7,979,000 | |||||||
Lease expiration date | Apr. 29, 2020 | |||||||
NJ [Member] | New Lease Agreement [Member] | ||||||||
Area of land | ft² | 7,979 | |||||||
Lease expiration date | Apr. 30, 2021 | |||||||
Lease term | 1 year | |||||||
MOROCCO | ||||||||
Right of use of assets | $ 904,000 | |||||||
Operating lease liabilities | 553,000 | |||||||
Area of land | ft² | 39,327 | |||||||
Accumulated amortization of operating lease | 371,000 | |||||||
Gain on lease termination | $ 21,000 | |||||||
MOROCCO | New Lease Agreement [Member] | ||||||||
Right of use of assets | $ 546,000 | |||||||
Operating lease liabilities | $ 546,000 | |||||||
Area of land | ft² | 8,204 | 2,000,000 | ||||||
Reduction in area of land, percentage | 79.00% | |||||||
Lease expiration date | Dec. 31, 2026 | |||||||
Monthly savings | $ 15,300 | |||||||
Monthly savings, percentage | 62.00% | |||||||
SINGAPORE | ||||||||
Area of land | ft² | 950,000 | |||||||
SINGAPORE | New Lease Agreement [Member] | ||||||||
Right of use of assets | $ 82,000 | |||||||
Operating lease liabilities | $ 82,000 | |||||||
Area of land | ft² | 950 | |||||||
Lease expiration date | Aug. 9, 2023 | |||||||
Monthly savings | $ 400 | |||||||
Monthly savings, percentage | 14.00% | |||||||
Minimum [Member] | ||||||||
Weighted average remaining term, minimum | 6 months | |||||||
Maximum [Member] | ||||||||
Operating lease weighted average remaining leases term maximum | 3 years 7 months 6 days |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Consulting fees incurred, recurring | $ 200,000 | |
Consulting fees incurred, non-recurring | 120,000 | |
Repayments of Related Party Debt | $ 825,000 |
Disclosure - SCHEDULE OF RELATE
Disclosure - SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
MBMG Agreement [Member] | MB Merchant Group, LLC [Member] | |
Related Party Transaction [Line Items] | |
Related party settlement amount | $ 230,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - MB Merchant Group, LLC [Member] - USD ($) | Feb. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Gain on settlement of related party obligations | $ 561,000 | $ 331,000 | |
Related party transaction remitting amount | $ 230,000 | ||
Due to related parties | $ 0 | $ 0 |
SCHEDULE OF VALUATION AND WARRA
SCHEDULE OF VALUATION AND WARRANTS EXERCISABLE (Details) | 12 Months Ended | |
Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Derivative [Line Items] | ||
Number of shares underlying the warrants | shares | 66,341 | 75,855 |
Minimum [Member] | ||
Derivative [Line Items] | ||
Warrant life (years) | 7 months 6 days | 4 months 24 days |
Maximum [Member] | ||
Derivative [Line Items] | ||
Warrant life (years) | 1 year 4 months 24 days | 2 years 4 months 24 days |
Measurement Input, Share Price [Member] | ||
Derivative [Line Items] | ||
Warrant exercise price | $ 1.18 | $ 1.32 |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Warrant exercise price | 60 | 0.906 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Warrant exercise price | $ 150 | $ 827.78 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Expected dividend yield | 0.9690 | 0.70 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Expected dividend yield | 1.0100 | 1.79 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Expected dividend yield | 0.0019 | 0.0009 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Expected dividend yield | 0.0039 | 0.0019 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Expected dividend yield | 0 | 0 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF LEVEL 3 FINANCIAL LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ 22,000 | $ 30,000 |
Change in fair value of derivative liabilities | (22,000) | (8,000) |
Ending balance | $ 22,000 |
SCHEDULE OF WARRANT OUTSTANDING
SCHEDULE OF WARRANT OUTSTANDING (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of warrants beginning balance | 222,360 | 222,360 |
Weighted average exercise price beginning balance | $ 89.60 | $ 89.60 |
Number of warrants granted | 9,120,910 | |
Weighted average exercise price granted | $ 3.30 | |
Number of warrants exercised | (10,063) | |
Weighted Average Exercise Price, exercised | $ (1.20) | |
Number of warrants cancelled/expired | (123,396) | |
Weighted average exercise price cancelled/expired | $ (98.30) | |
Number of warrants ending outstanding | 9,209,811 | |
Weighted average exercise price ending outstanding | $ 4.10 | |
Number of warrants ending exercisable | 9,209,811 | |
Weighted average exercise price ending exercisable | $ 4.10 |
Schedule of Warrant Outstandi_2
Schedule of Warrant Outstanding Exercise Price (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of exercise prices | $ 6.96 | |
Warrants outstanding (in shares) | 9,209,811 | 222,360 |
Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants outstanding (in shares) | 9,209,811 | |
Warrants outstanding weighted average remaining contractual life (years) | 4 years 29 days | |
Warrants outstanding weighted average exercise price | $ 4.10 | |
Warrants exercisable (in shares) | 222,360 | |
Warrants exercisable weighted average remaining contractual life (years) | 4 years 29 days | |
Warrants exercisable weighted average exercise price | $ 4.10 | |
Warrants [Member] | Exercise Price Range One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of exercise prices | $ 3.25 | $ 1,173.60 |
Warrants outstanding (in shares) | 9,090,910 | |
Warrants outstanding weighted average remaining contractual life (years) | 4 years 1 month 9 days | |
Warrants outstanding weighted average exercise price | $ 3.250 | |
Warrants exercisable (in shares) | 9,090,910 | |
Warrants exercisable weighted average remaining contractual life (years) | 4 years 1 month 9 days | |
Warrants exercisable weighted average exercise price | $ 3.250 | |
Warrants [Member] | Exercise Price Range Two [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of exercise prices | $ 3.41 | |
Warrants outstanding (in shares) | 30,000 | |
Warrants outstanding weighted average remaining contractual life (years) | 2 years 2 months 4 days | |
Warrants outstanding weighted average exercise price | $ 3.410 | |
Warrants exercisable (in shares) | 30,000 | |
Warrants exercisable weighted average remaining contractual life (years) | 2 years 2 months 4 days | |
Warrants exercisable weighted average exercise price | $ 3.410 | |
Warrants [Member] | Exercise Price Range Three [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of exercise prices | $ 30 | |
Warrants outstanding (in shares) | 683 | |
Warrants outstanding weighted average remaining contractual life (years) | 2 years 6 months 14 days | |
Warrants outstanding weighted average exercise price | $ 30 | |
Warrants exercisable (in shares) | 683 | |
Warrants exercisable weighted average remaining contractual life (years) | 2 years 6 months 14 days | |
Warrants exercisable weighted average exercise price | $ 30 | |
Warrants [Member] | Exercise Price Range Four [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of exercise prices | $ 60 | |
Warrants outstanding (in shares) | 53,333 | |
Warrants outstanding weighted average remaining contractual life (years) | 1 year 4 months 28 days | |
Warrants outstanding weighted average exercise price | $ 60 | |
Warrants exercisable (in shares) | 53,333 | |
Warrants exercisable weighted average remaining contractual life (years) | 1 year 4 months 28 days | |
Warrants exercisable weighted average exercise price | $ 60 | |
Warrants [Member] | Exercise Price Range Five [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of exercise prices | $ 120 | |
Warrants outstanding (in shares) | 21,877 | |
Warrants outstanding weighted average remaining contractual life (years) | 1 month 13 days | |
Warrants outstanding weighted average exercise price | $ 120 | |
Warrants exercisable (in shares) | 21,877 | |
Warrants exercisable weighted average remaining contractual life (years) | 1 month 13 days | |
Warrants exercisable weighted average exercise price | $ 120 | |
Warrants [Member] | Exercise Price Range Six [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of exercise prices | $ 150 | |
Warrants outstanding (in shares) | 13,008 | |
Warrants outstanding weighted average remaining contractual life (years) | 7 months 17 days | |
Warrants outstanding weighted average exercise price | $ 150 | |
Warrants exercisable (in shares) | 13,008 | |
Warrants exercisable weighted average remaining contractual life (years) | 7 months 17 days | |
Warrants exercisable weighted average exercise price | $ 150 |
SCHEDULE OF STOCK OPTION PLANS
SCHEDULE OF STOCK OPTION PLANS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock-based compensation expense | $ 3,863,000 | $ 715,000 | |
Remaining expense of stock-based compensation | $ 498,000 | $ 611,000 | |
Intrinsic value per share | $ 0.80 | $ 0.08 | |
Range of exercise prices | $ 6.96 | ||
Outstanding and exercisable term | 5 years 6 months | 6 years 6 months | |
Quantity outstanding | 494,415 | 494,415 | |
Weighted-average exercise price - outstanding | $ 1.01 | $ 1.24 | |
Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock-based compensation expense | |||
Remaining expense of stock-based compensation | $ 2,533,000,000 | ||
Remaining amortization period | 2 years 6 months | ||
Intrinsic value per share | |||
Number of options, ending outstanding | 798,655 | ||
Weighted average remaining contractual life - options outstanding | 2 years 6 months | ||
Quantity outstanding | |||
Weighted-average exercise price - outstanding | $ 3.78 | ||
Quantity exercisable | |||
Weighted-average exercise price - exercisable | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 798,655 | ||
Minimum [Member] | Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average exercise price - exercisable | $ 1.89 | ||
Maximum [Member] | Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average exercise price - exercisable | $ 3.60 | ||
Common Stock Options [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock-based compensation expense | $ 27,000 | $ 610,000 | |
Remaining expense of stock-based compensation | $ 1,000 | $ 30,000 | |
Remaining amortization period | 2 years 1 month 6 days | 3 years 1 month 6 days | |
Intrinsic value per share | |||
Number of options beginning balance | 56,399 | 56,399 | 84,175 |
Number of options, options cancelled/expired | (6,474) | (27,776) | |
Number of options, ending outstanding | 49,925 | 56,399 | |
Number of options exercisable | 48,703 | 53,009 | |
Weighted average exercise price, outstanding beginning balance | $ 89.79 | $ 89.79 | $ 88.98 |
Weighted average exercise price, options cancelled/expired | (84.13) | (91.30) | |
Weighted average exercise price, outstanding ending balance | 88.04 | 89.79 | |
Weighted average exercise price, exercisable balance | $ 89.80 | $ 92.01 | |
Weighted average remaining contractual life - options outstanding | 8 years 1 month 6 days | 9 years 1 month 6 days | |
Weighted average remaining contractual life - options exercisable | 8 years 1 month 6 days | 9 years 1 month 6 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 49,925 | 56,399 | |
Common Stock Options [Member] | Defined Benefit Plan, Equity Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Remaining amortization period | 3 months 18 days | 1 year 1 month 6 days | |
Warrants [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average remaining contractual life - options outstanding | 4 years 29 days | ||
Weighted average remaining contractual life - options exercisable | 4 years 29 days | ||
Warrants [Member] | Exercise Price Range One [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Range of exercise prices | $ 3.25 | $ 1,173.60 | |
Weighted average remaining contractual life - options outstanding | 4 years 1 month 9 days | ||
Weighted average remaining contractual life - options exercisable | 4 years 1 month 9 days | ||
Time Vested Option [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock-based compensation expense | $ 113,000 | $ 105,000 | |
Quantity exercisable | 236,915 | 0 | |
Weighted-average exercise price - exercisable | $ 0.65 | $ 0 | |
Time Vested Option [Member] | Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average exercise price - exercisable | 0.96 | 0.96 | |
Time Vested Option [Member] | Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average exercise price - exercisable | $ 1.71 | $ 1.71 | |
Performance Based Option [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock-based compensation expense | |||
Remaining expense of stock-based compensation | $ 414,000,000 | $ 414,000,000 | |
Remaining amortization period | 3 years 1 month 6 days | 4 years 1 month 6 days | |
Intrinsic value per share | $ 0.16 | $ 0.26 | |
Weighted average remaining contractual life - options outstanding | 8 years 1 month 6 days | 9 years 1 month 6 days | |
Weighted average remaining contractual life - options exercisable | 8 years 1 month 6 days | 9 years 1 month 6 days | |
Quantity outstanding | 250,000 | 250,000 | |
Weighted-average exercise price - outstanding | $ 1.65 | $ 1.65 | |
Quantity exercisable | 0 | 0 | |
Weighted-average exercise price | $ 0 | $ 0 | |
Performance Based Option [Member] | Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Quantity outstanding | 1,267,380 | 368,715 | |
Weighted-average exercise price - exercisable | $ 3.60 | ||
Performance Based Option [Member] | Restricted Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock-based compensation expense | $ 3,722,000 | ||
Remaining expense of stock-based compensation | $ 487,000,000 | ||
Intrinsic value per share | $ 0.32 | ||
Weighted-average exercise price - outstanding | $ 2.94 | $ 1.32 | |
Quantity exercisable | 1,267,380 | ||
Weighted-average exercise price - exercisable | $ 2.94 | $ 0 | |
Performance Based Option [Member] | Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average exercise price - exercisable | 0.01 | ||
Performance Based Option [Member] | Minimum [Member] | Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average exercise price - exercisable | 1.32 | ||
Performance Based Option [Member] | Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average exercise price - exercisable | $ 1.71 | ||
Performance Based Option [Member] | Maximum [Member] | Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted-average exercise price - exercisable | $ 3.60 |
SCHEDULE OF STOCK OPTION PLANS,
SCHEDULE OF STOCK OPTION PLANS, TIME VESTED OPTION (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Options grant date | Jan. 22, 2020 |
Chief Executive Officer [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Options granted | 896,665 |
Chief Executive Officer [Member] | Time Vested Option [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Options grant date | Jan. 22, 2020 |
Options granted | 359,247 |
Exercise price | $ / shares | $ 1.71 |
Vesting commencement date | Jan. 22, 2020 |
Expiration date | Jan. 22, 2030 |
25% Vesting | Jan. 22, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 36 months |
Chief Financial Officer [Member] | Time Vested Option [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Options grant date | Feb. 27, 2020 |
Options granted | 135,168 |
Exercise price | $ / shares | $ 0.96 |
Vesting commencement date | Apr. 1, 2020 |
Expiration date | Apr. 1, 2030 |
25% Vesting | Apr. 1, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 36 months |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD STOCK OPTIONS (Details) - Time Vested Option [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Chief Executive Officer [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Expected term (years) | 6 years 6 months |
Expected dividend yield | |
Risk-free interest rate | 1.57% |
Volatility | 153.00% |
Exercise price | $ 1.71 |
Chief Financial Officer [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Expected term (years) | 6 years 3 months 18 days |
Expected dividend yield | |
Risk-free interest rate | 0.62% |
Volatility | 155.00% |
Exercise price | $ 0.96 |
SCHEDULE OF NON-STATUTORY PERFO
SCHEDULE OF NON-STATUTORY PERFORMANCE-BASED STOCK OPTION ACTIVITY (Details) | 12 Months Ended | |
Dec. 31, 2021$ / sharesshares | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Grant date | Jan. 22, 2020 | |
Performance Based Option [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
options vesting | 83,334 | [1] |
Performance Based Option [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
options vesting | 83,333 | [2] |
Performance Based Option [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
options vesting | 83,333 | [3] |
Chief Executive Officer [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 896,665 | |
Chief Executive Officer [Member] | Performancebasedstock Option [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 250,000 | |
Chief Executive Officer [Member] | Time Vested Option [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Grant date | Jan. 22, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 359,247 | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ / shares | $ 1.71 | |
Options vesting commencement date | Jan. 22, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jan. 22, 2030 | |
Vesting rights description | 36 months | |
Chief Executive Officer [Member] | Performance Based Option [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Vesting rights description | 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. | |
Chief Executive Officer [Member] | Performance Based Option [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Vesting rights description | 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. | |
Chief Executive Officer [Member] | Performance Based Option [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Vesting rights description | 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. | |
[1] | 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. | |
[2] | 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. | |
[3] | 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 $23,000,000 accumulated over four consecutive fiscal quarters. |
SCHEDULE OF SHARE-BASED PAYME_2
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - Performance Based Option [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.57% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 153.00% |
Share Price | $ 1.71 |
SUMMARY OF GRANT AWARDS UNDER A
SUMMARY OF GRANT AWARDS UNDER AMENDED PLAN (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Chief Executive Officer [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Grant date | Mar. 3, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 598,665 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ / shares | $ 3.60 |
Vested date | Mar. 3, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 199,555 |
Vested Remaning contractual term | 399,110 |
Vesting contractual term | 24 months |
Director [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Grant date | Aug. 17, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 200,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ / shares | $ 1.89 |
Vested date | Aug. 17, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 50,000 |
Vested Remaning contractual term | 150,000 |
Vesting contractual term | 36 months |
SUMMARY OF GRANTS UNDER AMENDED
SUMMARY OF GRANTS UNDER AMENDED PLAN (Details) | 12 Months Ended | |
Dec. 31, 2021$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date | Jan. 22, 2020 | |
Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 896,665 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date | Mar. 3, 2021 | |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ / shares | $ 3.60 | |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 299,555 | [1] |
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. | |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 299,555 | [2] |
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $27,010,500 accumulated over four consecutive fiscal quarters. | |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 299,555 | [2] |
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. | |
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 368,715 | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ / shares | $ 1.32 | |
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 122,905 | [3] |
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. | |
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 122,905 | [4] |
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than 27,010,500 accumulated over four consecutive fiscal quarters. | |
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 122,905 | [5] |
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. | |
[1] | RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. | |
[2] | RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $27,010,500 accumulated over four consecutive fiscal quarters. | |
[3] | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. | |
[4] | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than 27,010,500 accumulated over four consecutive fiscal quarters. | |
[5] | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Feb. 08, 2021USD ($) | Jul. 31, 2020 | Feb. 14, 2020USD ($)shares | Dec. 31, 2016shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 21, 2016shares | Apr. 25, 2016shares | Feb. 05, 2016shares | Mar. 31, 2013$ / sharesshares |
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Conversion of shares converted | 66,341 | 75,855 | ||||||||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | ||||||||
Common stock, shares issued | 45,825,089 | 21,382,290 | ||||||||
Common stock shares outstanding | 45,822,430 | 21,379,631 | ||||||||
Reverse split | 1-for-6 reverse stock split | |||||||||
Issuance of common stock share | 6,163,198 | 6,508,860 | ||||||||
Proceeds from issuance of offering | $ | $ 13,000,000 | |||||||||
Offering cost | $ | 400,000 | $ 488,000 | ||||||||
Net proceeds from offering cost | $ | 12,600,000 | 12,060,000 | ||||||||
Proceeds from exercise of warrants | $ | 2,000 | 11,000 | ||||||||
Stock compensation costs | $ | 3,860,000 | |||||||||
Proceeds from issuance of offering | $ | $ 12,600,000 | $ 12,548,000 | ||||||||
Number of shares issued for exercise of warants | 3,829,885 | |||||||||
Number of warrants granted | 9,120,910 | |||||||||
Number of warrants exercised | 10,063 | |||||||||
Number of warrants cancelled/expired | 123,396 | |||||||||
Weighted average exercise price ending exercisable | $ / shares | $ 4.10 | |||||||||
MBMG Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 148,917 | |||||||||
Issuance of common stock value | $ | $ 330,000 | |||||||||
MBMG Agreement [Member] | General and Administrative Expense [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock compensation costs | $ | $ 715,000 | |||||||||
Measurement Input, Share Price [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price per share | $ / shares | $ 1.18 | $ 1.32 | ||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected dividend yield | 0 | 0 | ||||||||
Common Stock Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 3,996,553 | |||||||||
Warrant exercise price per share | $ / shares | $ 3.41 | |||||||||
Number of shares issued for exercise of warrants | 30,000 | |||||||||
Warrants term | three | |||||||||
Warrants outstanding | $ | $ 74,000 | |||||||||
Warrant life (years) | 3 years | |||||||||
Number of warrants granted | 9,120,910 | |||||||||
Number of warrants exercised | 10,063 | |||||||||
Number of warrants cancelled/expired | 123,396 | |||||||||
Weighted average exercise price ending exercisable | $ / shares | $ 4.10 | |||||||||
Weighted average remaining contractual life | 4 years 29 days | |||||||||
Common Stock Warrants [Member] | Measurement Input, Share Price [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price per share | $ / shares | $ 3.05 | |||||||||
Common Stock Warrants [Member] | Measurement Input, Exercise Price [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price per share | $ / shares | $ 3.41 | |||||||||
Common Stock Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected dividend yield | 1.5396 | |||||||||
Common Stock Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected dividend yield | 0.0008 | |||||||||
Common Stock Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected dividend yield | 0 | |||||||||
Public Common Stock Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 6,967,883 | |||||||||
Number of shares issued for exercise of warants | 5,225,913 | |||||||||
Warrant Holders [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 3,811 | |||||||||
Number of shares issued for exercise of warrants | 3,811 | |||||||||
Proceeds from exercise of warrants | $ | $ 3,500 | |||||||||
Warrant Holders One [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 6,250 | |||||||||
Number of shares issued for exercise of warrants | 6,250 | |||||||||
Specific Board Members [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 87,720 | |||||||||
Issuance of common stock value | $ | $ 200,000 | |||||||||
February 2021 Financing [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 18,181,820 | |||||||||
Number of warrants exercised | 9,090,910 | |||||||||
Warrant exercise price per share | $ / shares | $ 3.25 | |||||||||
Proceeds from issuance of offering | $ | $ 50,000,000 | |||||||||
Offering cost | $ | 3,180,000 | |||||||||
Net proceeds from offering cost | $ | $ 46,820,000 | |||||||||
February Two Thousand And Twenty Financing [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 2,074,167 | |||||||||
Net proceeds from offering cost | $ | $ 5,286,000 | |||||||||
Proceeds from issuance of offering | $ | $ 5,998,000 | |||||||||
February Two Thousand And Twenty Financing [Member] | Warrant One [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 2,074,167 | |||||||||
Warrants to purchase shares of common shares | 1,555,625 | |||||||||
February Two Thousand And Twenty Financing [Member] | Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 2,471,200 | |||||||||
Offering cost | $ | $ 712,000 | |||||||||
Warrants to purchase shares of common shares | 2,471,200 | |||||||||
February Two Thousand And Twenty Financing [Member] | Pre Funded Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock share | 1,853,400 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 5,000,000 | |||||||||
Preferred stock par value | $ / shares | 0.00001 | |||||||||
Series D Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 5,000,000 | |||||||||
Share issued price per share | $ / shares | $ 1 | |||||||||
Series E Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 5,000 | 5,000 | ||||||||
Share issued price per share | $ / shares | $ 1,000 | |||||||||
Conversion of shares issued | 2,400 | |||||||||
Conversion of shares converted | 1,200,000 | |||||||||
Conversion description | Each share of the Series E Preferred is convertible into shares of the Company’s common stock (subject to adjustment as provided in the related certificate of designation of preferences, rights, and limitations) at any time at the option of the holder at a conversion price of not less than 100% of the public offering price of the common stock. There is a prohibitive clause in place for the Holders of Series E Preferred Stock from converting Series E Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other rate not above 9.99%, provided that any increase in such rate shall not be effective until 61 days after such notice to the Company. | |||||||||
Conversion Rights of Preferred [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share issued price per share | $ / shares | $ 1.20 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Equity [Abstract] | |
Cumulative share based compensation | $ 3,722,000 |
SCHEDULE OF SUBSEQUENT MONTHLY
SCHEDULE OF SUBSEQUENT MONTHLY PAYMENTS (Details) - USD ($) | Aug. 13, 2021 | Jul. 15, 2021 | Jun. 15, 2021 | May 15, 2021 | Apr. 15, 2021 | Mar. 15, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Litigation settlement expenses | $ 93,200 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 |
SCHEDULE OF MATCHING CONTRIBUTI
SCHEDULE OF MATCHING CONTRIBUTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Group Personal Pension Plan, UK [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Company matching contributions | $ 169,000 | $ 92,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Aug. 13, 2021 | Jul. 15, 2021 | Jun. 15, 2021 | May 15, 2021 | Apr. 15, 2021 | Mar. 15, 2021 | Feb. 26, 2021 | Aug. 28, 2020 | Sep. 30, 2019 | Dec. 31, 2021 | Aug. 28, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Litigation settlement expenses | $ 93,200 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||
Five Subsequent Monthly Payments [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Litigation settlement expenses | $ 100,000 | ||||||||||
Final Installment [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Litigation settlement expenses | $ 93,200 | ||||||||||
Macnica, Ltd [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Loss contingency damages sought value | The case involved several outstanding purchase orders for specific encoders totaling $1,520,000. $476,800 was paid towards a partial quantity of encoders, leaving an unpaid balance payable of $1,043,200. | ||||||||||
Outstanding loss contingency | $ 1,520,000 | ||||||||||
Loss contingency damages paid value | 476,800 | ||||||||||
Loss contingency | $ 1,043,200 | $ 1,043,200 | |||||||||
Litigation settlement expenses | $ 450,000 | ||||||||||
Vicareo Systems Inc [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Legal amount from related party | $ 140,000 | ||||||||||
Integrated Microwave Technology L L C [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Legal amount from related party | $ 5,795,000 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 33,882,000 | $ 22,882,000 |
Accounts Receivable, before Allowance for Credit Loss, Current | 10,327,000 | 6,061,000 |
Accounts Payable, Current | 3,075,000 | 4,104,000 |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Accounts Receivable, before Allowance for Credit Loss, Current | 4,204,000 | $ 2,613,000 |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk threshold percentage | 10.00% | |
Purchase [Member] | Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,852,000 | |
Concentration risk threshold percentage | 37.00% | |
Accounts Payable [Member] | Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk threshold percentage | 15.00% | |
Accounts Payable, Current | $ 764,000 | |
Single Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 8,511,000 | |
Concentration risk threshold percentage | 25.00% | |
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 10,467,000 | |
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk threshold percentage | 46.00% | |
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 6,337,000 | |
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk threshold percentage | 39.00% |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net | $ 33,882,000 | $ 22,882,000 |
Long-Lived Assets | 16,667,000 | 4,136,000 |
Equipment Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 31,733,000 | 20,087,000 |
Installation, Integration and Repairs [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 1,082,000 | 2,199,000 |
Warranties [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 743,000 | 254,000 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 324,000 | 342,000 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 18,050,000 | 9,107,000 |
South America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 361,000 | 106,000 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 11,389,000 | 9,435,000 |
Asia [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 1,975,000 | 2,413,000 |
Rest of World [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 2,107,000 | 1,821,000 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Long-Lived Assets | 2,410,000 | 2,676,000 |
UNITED KINGDOM | ||
Disaggregation of Revenue [Line Items] | ||
Long-Lived Assets | $ 14,257,000 | $ 1,460,000 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | 7,000 | 9,000 |
Current income tax expense, total | 7,000 | 9,000 |
Federal | (503,000) | (1,861,000) |
State | 1,025,000 | (55,000) |
Foreign | (2,052,000) | (2,040,000) |
Change in the valuation allowance | 1,530,000 | (3,956,000) |
Total deferred tax provision (benefit) | ||
Income tax provision | $ 7,000 | $ 9,000 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State and local taxes, net of federal benefit | (6.27%) | 1.67% |
Permanent differences | (9.12%) | (0.13%) |
Provision to return | (0.03%) | (0.06%) |
DTA adjustment for state NOL | (0.06%) | (0.63%) |
Foreign Rate Differential | (1.96%) | (0.94%) |
Change rate | (5.06%) | (0.72%) |
Valuation allowance | 1.46% | (20.24%) |
Effective tax rate | (0.04%) | (0.05%) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Federal R&D credit | $ 3,007,000 | $ 3,007,000 |
Inventory | 457,000 | 1,287,000 |
Allowance for bad debt | 76,000 | 72,000 |
Compensation related | 298,000 | 17,000 |
Pension | 39,000 | 8,000 |
Other accruals | 16,000 | 29,000 |
State net operating losses | 4,644,000 | 5,710,000 |
Federal net operating losses | 43,045,000 | 40,992,000 |
Property and equipment | 82,000 | 98,000 |
Stock options | 7,621,000 | 6,673,000 |
Other | 1,097,000 | 1,154,000 |
Valuation Allowance | (60,048,000) | (58,518,000) |
Total Deferred Tax Assets | 334,000 | 529,000 |
Property and Equipment | (47,000) | (87,000) |
Intangibles | (1,230,000) | (419,000) |
Prepaid Expenses | (35,000) | (23,000) |
Total Deferred Tax Liabilities | (1,312,000) | (529,000) |
Net Deferred Tax Asset/(Liability) | $ (978,000) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, tax credit carryforwards, research | $ 3 | |
Effective for tax years, description | the Tax Act includes a participation exemption system of taxation, which generally provides for 100% dividends received deduction on certain qualifying dividend distributions received by U.S. C-corporation shareholders from their 10% or more owned foreign subsidiaries. As a result of this new participation exemption system, it is generally anticipated that the Company should not be subject to additional U.S. federal income taxation on its future receipt of actual dividend income (instead of a deemed inclusion amounts under specific anti-deferral rules) from its foreign subsidiary. | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 177.8 | |
Domestic Tax Authority [Member] | Hale Capital Partners, LP [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 21.2 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 156.1 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 21.2 |
GAIN ON SETTLEMENT OF DEBT (Det
GAIN ON SETTLEMENT OF DEBT (Details Narrative) - USD ($) | Apr. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Accounts payable | $ 3,075,000 | $ 4,104,000 | |
Payroll Protection Program [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Gain on settlement of debt | $ 1,168,000 | ||
Vendor [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Accounts payable | 494,000 | ||
Remittance settlement | 300,000 | ||
Gain on settlement of debt | $ 194,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Feb. 17, 2022 | Feb. 16, 2022 | Dec. 31, 2021 |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. | ||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $27,010,500 accumulated over four consecutive fiscal quarters. | ||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before December 31, 2025, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. | ||
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters. | ||
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than 27,010,500 accumulated over four consecutive fiscal quarters. | ||
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $31,061,556 accumulated over four consecutive fiscal quarters. | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||
Subsequent Event [Line Items] | |||
Number of awards vested | 2,169,000 | ||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||
Subsequent Event [Line Items] | |||
Number of awards vested | 825,000 | ||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | |||
Subsequent Event [Line Items] | |||
Number of award received | 515,000 | ||
Award vesting description | 22 individual employees of the Company. Thirty-three percent of the restricted stock units vest on the first anniversary of the grant date. The remaining sixty-seven percent will vest in substantially equal monthly installments over the twenty-four-month period following the first-anniversary date. | ||
Exercise price restricted stock units granted | $ 0.98 | ||
Number of awards vested | 505,000 | ||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | |||
Subsequent Event [Line Items] | |||
Number of award received | 2,066,152 | ||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | |||
Subsequent Event [Line Items] | |||
Number of award received | 785,970 | ||
Subsequent Event [Member] | Time Based Restricted Stock Units [Member] | Chief Executive Officer [Member] | |||
Subsequent Event [Line Items] | |||
Number of awards vested | 774,807 | ||
Subsequent Event [Member] | Time Based Restricted Stock Units [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Award vesting description | vest on February 16, 2023 | ||
Number of awards vested | 258,269 | ||
Subsequent Event [Member] | Time Based Restricted Stock Units [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Award vesting description | vest in substantially equal monthly increments over the 36 months | ||
Subsequent Event [Member] | Time Based Restricted Stock Units [Member] | Chief Financial Officer [Member] | |||
Subsequent Event [Line Items] | |||
Number of awards vested | 294,739 | ||
Subsequent Event [Member] | Time Based Restricted Stock Units [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Award vesting description | vest on February 16, 2023 | ||
Number of awards vested | 98,246 | ||
Subsequent Event [Member] | Time Based Restricted Stock Units [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Award vesting description | vest in substantially equal monthly increments over the 36 months | ||
Subsequent Event [Member] | Performance Based Restricted Stock Units [Member] | Chief Executive Officer [Member] | |||
Subsequent Event [Line Items] | |||
Award vesting description | vest in three (3) equal tranches | ||
Exercise price restricted stock units granted | $ 1.05 | ||
Number of awards vested | 1,033,076 | ||
Subsequent Event [Member] | Performance Based Restricted Stock Units [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | Tranche 1: 344,359 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $35,575,000 accumulated over four consecutive fiscal quarters. | ||
Subsequent Event [Member] | Performance Based Restricted Stock Units [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | Tranche 2: 344,359 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $37,353,000 accumulated over four consecutive fiscal quarters. | ||
Subsequent Event [Member] | Performance Based Restricted Stock Units [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | Tranche 3: 344,358 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $39,220,000 accumulated over four consecutive fiscal quarters. | ||
Subsequent Event [Member] | Performance Based Restricted Stock Units [Member] | Chief Financial Officer [Member] | |||
Subsequent Event [Line Items] | |||
Award vesting description | vest in three (3) equal tranches | ||
Exercise price restricted stock units granted | $ 1.05 | ||
Number of awards vested | 392,985 | ||
Subsequent Event [Member] | Performance Based Restricted Stock Units [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | Tranche 1: 130,995 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $35,575,000 accumulated over four consecutive fiscal quarters. | ||
Subsequent Event [Member] | Performance Based Restricted Stock Units [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | Tranche 2: 130,995 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $37,353,000 accumulated over four consecutive fiscal quarters. | ||
Subsequent Event [Member] | Performance Based Restricted Stock Units [Member] | Chief Financial Officer [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||
Subsequent Event [Line Items] | |||
Vesting rights description | Tranche 3: 130,995 RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $39,220,000 accumulated over four consecutive fiscal quarters. |