Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018 | |
Document And Entity Information | |
Entity Registrant Name | Boxlight Corp |
Entity Central Index Key | 1,624,512 |
Document Type | S1 |
Document Period End Date | Mar. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | BOXL |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | [1] |
Current asset: | ||||
Cash and cash equivalents | $ 448,345 | $ 2,010,325 | $ 456,502 | |
Accounts receivable - trade, net of allowances | 3,083,668 | 3,089,932 | 2,943,954 | |
Inventories, net of reserve | 3,738,723 | 4,626,569 | 4,164,116 | |
Prepaid expenses and other current assets | 1,227,995 | 388,006 | 447,036 | |
Total current assets | 8,498,731 | 10,114,832 | 8,011,608 | |
Property and equipment, net of accumulated depreciation | 25,095 | 29,752 | 60,040 | |
Intangible assets, net of accumulated amortization | 5,943,368 | 6,126,558 | 6,833,477 | |
Goodwill | 4,181,991 | 4,181,991 | 4,181,991 | |
Other assets | 316 | 292 | 33,262 | |
Total assets | 18,649,501 | 20,453,425 | 19,120,378 | |
Current liabilities: | ||||
Accounts payable and accrued expenses | 2,415,090 | 2,994,918 | 4,453,893 | |
Accounts payable and accrued expenses - related parties | 4,739,569 | 4,391,713 | 3,754,050 | |
Short-term debt | 819,960 | 752,449 | 2,791,582 | |
Short-term debt - related party | 54,000 | 54,000 | 876,550 | |
Convertible notes payable - related party | 50,000 | 50,000 | 50,000 | |
Deferred revenues - short-term | 483,243 | 1,127,423 | 495,603 | |
Other short-term liabilities | 251,537 | |||
Total current liabilities | 8,561,862 | 9,370,503 | 12,673,215 | |
Long-term convertible note payable - related parties | 4,060,785 | |||
Deferred revenues - long-term | 175,915 | 175,294 | 272,123 | |
Total liabilities | 8,737,777 | 9,545,797 | 17,006,123 | |
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock value | 25 | 25 | 127 | |
Common stock value | 965 | 956 | 461 | |
Additional paid-in capital | 24,655,946 | 23,740,751 | 7,615,732 | |
Subscriptions receivable | (325) | (325) | (325) | |
Accumulated deficit | (14,701,902) | (12,785,931) | (5,488,822) | |
Other comprehensive loss | (42,985) | (47,848) | (12,918) | |
Total stockholders' equity | 9,911,724 | 10,907,628 | 2,114,255 | |
Total liabilities and stockholders' equity | $ 18,649,501 | $ 20,453,425 | $ 19,120,378 | |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 250,000 | 250,000 | 1,270,000 |
Preferred stock, shares outstanding | 250,000 | 250,000 | 1,270,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Class A Common Stock [Member] | |||
Common stock, shares issued | 9,648,197 | 9,558,997 | 4,621,687 |
Common stock, shares outstanding | 9,648,197 | 9,558,997 | 4,621,687 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Income Statement [Abstract] | |||||
Revenues | $ 5,996,685 | $ 4,194,429 | $ 25,743,612 | $ 20,371,826 | [1] |
Cost of revenues | 4,515,713 | 2,994,683 | 19,329,831 | 12,959,749 | [1] |
Gross profit | 1,480,972 | 1,199,746 | 6,413,781 | 7,412,077 | [1] |
Operating expense: | |||||
General and administrative expenses | 3,169,787 | 2,451,206 | 13,086,120 | 7,689,898 | [1] |
Research and development | 92,505 | 190,445 | 465,940 | 1,008,433 | [1] |
Total operating expense | 3,262,292 | 2,641,651 | 13,552,060 | 8,698,331 | [1] |
Loss from operations | (1,781,320) | (1,441,905) | (7,138,279) | (1,286,254) | [1] |
Other income (expense): | |||||
Interest expense, net | (146,928) | (169,091) | (635,445) | (818,234) | [1] |
Other income (expense), net | (13,461) | 49,646 | 200,589 | 42,505 | |
Gain on settlement of liabilities, net | 25,738 | 276,026 | [1] | ||
Total other income (expense) | (134,651) | (119,445) | (158,830) | (775,729) | |
Net loss | (1,915,971) | (1,561,350) | (7,297,109) | (2,061,983) | [1] |
Comprehensive loss: | |||||
Net loss | (1,915,971) | (1,561,350) | (7,297,109) | (2,061,983) | [1] |
Other comprehensive loss: | |||||
Foreign currency translation gain (loss) | 4,863 | (23,713) | (34,930) | (12,918) | [1] |
Total comprehensive loss | $ (1,911,108) | $ (1,585,063) | $ (7,332,039) | $ (2,074,901) | [1] |
Net loss per common share - basic and diluted | $ (0.20) | $ (0.34) | $ (1.34) | $ (0.48) | [1] |
Weighted average number of common shares outstanding - basic and diluted | 9,617,234 | 4,621,687 | 5,455,161 | 4,299,315 | [1] |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Class A Common Stock [Member] | Additional Paid-in Capital [Member] | [1] | Subscription Receivable [Member] | [1] | Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | [1] | Total | |
Balance at Dec. 31, 2015 | $ 418 | $ 3,469,703 | $ (1,975) | $ (3,426,839) | $ 41,307 | ||||||||
Balance, shares at Dec. 31, 2015 | 4,183,030 | ||||||||||||
Equity transactions in connection with the acquisitions: Additional consideration given to Mim Holdings for Mimio acquisition | (2,000,000) | (2,000,000) | |||||||||||
Equity transactions in connection with the acquisitions: Acquisition of Genesis | $ 100 | (100) | |||||||||||
Equity transactions in connection with the acquisitions: Acquisition of Genesis, shares | 1,000,000 | ||||||||||||
Equity transactions in connection with the acquisitions: Assumption of debt for Mimio acquisition | (3,425,000) | (3,425,000) | |||||||||||
Equity transactions in connection with the acquisitions: Acquisition of Boxlight Group | $ 27 | 8,243,270 | 8,243,297 | ||||||||||
Equity transactions in connection with the acquisitions: Acquisition of Boxlight Group, shares | 270,000 | ||||||||||||
Shares issued for: Issuance of common stock for cash to K-Laser | $ 18 | 999,985 | 1,000,003 | ||||||||||
Shares issued for: Issuance of common stock for cash to K-Laser, shares | 178,572 | ||||||||||||
Shares issued for: Issuances of common stock for cash | $ 5 | 218,999 | (100) | 218,904 | |||||||||
Shares issued for: Issuances of common stock for cash, shares | 51,879 | ||||||||||||
Shares issued for: Settlement of accounts payable and debt | $ 20 | 236,809 | 236,829 | ||||||||||
Shares issued for: Settlement of accounts payable and debt, shares | 208,206 | ||||||||||||
Collection of subscriptions receivable | 1,750 | 1,750 | |||||||||||
Forgiveness of related party debt | 222,370 | 222,370 | |||||||||||
Distribution to Vert Capital | (814,625) | (814,625) | |||||||||||
Stock compensation | 464,321 | 464,321 | |||||||||||
Foreign currency translation loss | (12,918) | $ (12,918) | |||||||||||
Shares issued for: Exercise of stock options, shares | |||||||||||||
Net loss | (2,061,983) | $ (2,061,983) | [1] | ||||||||||
Balance at Dec. 31, 2016 | $ 100 | $ 27 | $ 461 | 7,615,732 | (325) | (12,918) | (5,488,822) | 2,114,255 | [1] | ||||
Balance, shares at Dec. 31, 2016 | 1,000,000 | 270,000 | 4,621,687 | ||||||||||
Equity transactions in connection with the acquisitions: Acquisition of Boxlight Group, shares | 1,000,000 | 270,000 | |||||||||||
Stock compensation | 2,938,670 | 2,938,670 | |||||||||||
Foreign currency translation loss | (34,930) | (34,930) | |||||||||||
Equity transactions in connection with IPO: Issuance of common shares for cash | $ 96 | 5,678,513 | 5,678,609 | ||||||||||
Equity transactions in connection with IPO: Issuance of common shares for cash, shares | 958,983 | ||||||||||||
Equity transactions in connection with IPO: Issuance of common shares for settlement of accounts payable | $ 4 | 287,115 | 287,119 | ||||||||||
Equity transactions in connection with IPO: Issuance of common shares for settlement of accounts payable, shares | 41,017 | ||||||||||||
Equity transactions in connection with IPO: Conversion of preferred stock to common stock for Genesis | $ (100) | $ 37 | 63 | ||||||||||
Equity transactions in connection with IPO: Conversion of preferred stock to common stock for Genesis, shares | (1,000,000) | 370,040 | |||||||||||
Equity transactions in connection with IPO: Conversion of preferred stock to common stock for Boxlight Group acquisition | $ (27) | $ 2,055,873 | 206 | (179) | |||||||||
Equity transactions in connection with IPO: Conversion of preferred stock to common stock for Boxlight Group acquisition, shares | (270,000) | ||||||||||||
Equity transactions in connection with IPO: Issuance of Series A preferred stock for Genesis acquisition | $ 25 | (25) | |||||||||||
Equity transactions in connection with IPO: Issuance of Series A preferred stock for Genesis acquisition, shares | 250,000 | ||||||||||||
Equity transactions in connection with IPO: Issuance of common shares to Directors | $ 19 | 1,301,981 | 1,302,000 | ||||||||||
Equity transactions in connection with IPO: Issuance of common shares to Directors, shares | 186,000 | ||||||||||||
Equity transactions in connection with IPO: Settlement of trademark liability | 278,887 | 278,887 | |||||||||||
Equity transactions in connection with IPO: Issuance of common shares for legal services | $ 14 | (14) | |||||||||||
Equity transactions in connection with IPO: Issuance of common shares for legal services, shares | 138,692 | ||||||||||||
Shares issued for: Settlement of accounts payable - related parties for common shares | $ 24 | 1,499,976 | 1,500,000 | ||||||||||
Shares issued for: Settlement of accounts payable - related parties for common shares, shares | 238,095 | ||||||||||||
Shares issued for: Conversion of EDI note for common shares | $ 33 | 2,060,241 | 2,060,274 | ||||||||||
Shares issued for: Conversion of EDI note for common shares, shares | 327,027 | ||||||||||||
Shares issued for: Conversion of Marlborough note for common shares | $ 33 | 2,079,820 | 2,079,853 | ||||||||||
Shares issued for: Conversion of Marlborough note for common shares, shares | 330,135 | ||||||||||||
Shares issued for: Exercise of stock options | $ 29 | (29) | |||||||||||
Shares issued for: Exercise of stock options, shares | 291,448 | 291,402 | |||||||||||
Net loss | (7,297,109) | $ (7,297,109) | |||||||||||
Balance at Dec. 31, 2017 | $ 25 | $ 956 | $ 23,740,751 | $ (325) | $ (47,848) | $ (12,785,931) | $ 10,907,628 | ||||||
Balance, shares at Dec. 31, 2017 | 250,000 | 9,558,997 | |||||||||||
Equity transactions in connection with the acquisitions: Acquisition of Boxlight Group, shares | 1,000,000 | 270,000 | |||||||||||
Shares issued for: Exercise of stock options, shares | 29,200 | ||||||||||||
Net loss | $ (1,915,971) | ||||||||||||
Balance at Mar. 31, 2018 | $ 9,911,724 | ||||||||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Cash flows from operating activities: | ||||||||
Net loss | $ (1,915,971) | $ (1,561,350) | $ (7,297,109) | $ (2,061,983) | [1] | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Bad debt expense | 49,432 | 78,708 | (88,783) | 425,155 | [1] | |||
Change in allowance for sales returns and volume rebate | (34,828) | 56,233 | 407,655 | 53,031 | [1] | |||
Change in inventory reserve | (54,267) | (11,476) | 134,200 | 13,610 | [1] | |||
Stock compensation expense | 496,688 | 47,165 | 4,240,670 | 464,321 | [1] | |||
Depreciation and amortization | 187,847 | 192,225 | 747,208 | 353,386 | [1] | |||
Loss on disposal of other assets | 7,108 | [1] | ||||||
Amortization of debt discount | 17,607 | [1] | ||||||
Debt extension fees through increased principal for Skyview Note | 350,000 | [1] | ||||||
Gain on settlement of accounts payable | (25,738) | (276,026) | [1] | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable - trade | (8,240) | (87,053) | (464,657) | (909,466) | [1] | |||
Inventories | 942,113 | 584,062 | (596,653) | 2,654,058 | [1] | |||
Prepaid expenses and other current assets | (838,031) | (771,039) | 78,679 | 324,807 | [1] | |||
Accounts payable and accrued expenses | (553,436) | 265,145 | (985,986) | (8,621) | [1] | |||
Accounts payable and accrued expenses - related parties | 347,858 | 1,119,606 | 2,137,661 | 637,681 | [1] | |||
Deferred revenues | (643,559) | (65,557) | 614,337 | 4,358 | [1] | |||
Other short-term liabilities | (263) | (1,686) | (8,346) | [1] | ||||
Accrued interest on long-term debt - related parties | 40,220 | 60,785 | [1] | |||||
Net cash (used in) provided by operating activities | (2,050,132) | (113,374) | (1,343,382) | 2,370,383 | [1] | |||
Cash flows from investing activities: | ||||||||
Cash acquired through the acquisition of Boxlight Group and Mimio | 357,573 | [1] | ||||||
Payment made for purchase of intangible assets | (10,001) | [1] | ||||||
Proceeds from sale of property and equipment and other assets | 9,033 | [1] | ||||||
Net cash (used in) provided by investing activities | (10,001) | 366,606 | [1] | |||||
Cash flows from financing activities: | ||||||||
Proceeds from short-term debt | 4,714,094 | 10,214,673 | 6,701,590 | [1] | ||||
Proceeds from short-term debt - related parties | 239,000 | [1] | ||||||
Proceeds from convertible note payable | 1,000,000 | |||||||
Principal payments on short-term debt | (4,646,582) | (720,291) | (12,143,023) | (10,580,414) | [1] | |||
Principal payments on short-term debt-related party | (195,000) | (822,550) | [1] | |||||
Principal payments on convertible debt - related party | [1] | (60,000) | ||||||
Proceeds from subscriptions receivable | 1,750 | [1] | ||||||
Distributions to the member of Mimio | (814,625) | [1] | ||||||
Proceeds from issuance of common stock | 420,000 | 5,678,609 | 1,218,907 | [1] | ||||
Proceeds from issuance of common stock upon exercise of options | 3 | 29 | [1] | |||||
Net cash (used in) provided by financing activities | 487,515 | 84,709 | 2,927,738 | (3,293,792) | [1] | |||
Effect of foreign currency exchange rates | 637 | (26,263) | (20,532) | 19,202 | [1] | |||
Net decrease in cash and cash equivalents | (1,561,980) | (54,928) | 1,553,823 | (537,601) | [1] | |||
Cash and cash equivalents, beginning of the period | 2,010,325 | 456,502 | [1] | 456,502 | [1] | 994,103 | [1] | |
Cash and cash equivalents, end of the period | 448,345 | 401,574 | 2,010,325 | 456,502 | [1] | |||
Supplemental cash flow disclosures: | ||||||||
Cash paid for interest | 144,364 | 112,915 | 518,106 | 748,261 | [1] | |||
Cash paid for income taxes | [1] | |||||||
Non-cash investing and financing activities: | ||||||||
Decrease in additional paid-in capital due to the acquisitions of Mimio and Genesis under common control | 5,425,100 | [1] | ||||||
Intangibles and goodwill acquired through acquisitions of Mimio and Boxlight Group | 10,887,060 | [1] | ||||||
Issuance of note payable and long-term convertible note payable to acquire Mimio | 5,425,000 | [1] | ||||||
Issuance of Series A Preferred stock for the acquisition of Genesis | 25 | [1] | ||||||
Issuance of Series B Preferred Stock for the acquisition of Genesis | 100 | [1] | ||||||
Issuance of Series C Preferred Stock for the acquisition of Boxlight Group | 8,243,297 | [1] | ||||||
Issuance of note payable to settle accounts payable | 2,547,538 | [1] | ||||||
Forgiveness of short-term debt - related parties | 222,370 | [1] | ||||||
Conversion of Series B and C Preferred Stock to common stock upon IPO | 127 | [1] | ||||||
Conversion of convertible note payable - related parties to common stock | 4,140,127 | [1] | ||||||
Settlement of short-term debt through issuance of common stock | 115,919 | [1] | ||||||
Settlement of accounts payable through issuance of common stock | 1,787,119 | 120,910 | [1] | |||||
Settlement of trademark liability at IPO date | $ 250,000 | [1] | ||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Significant Accounting Policies | NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES THE COMPANY Boxlight Corporation (the “Company” or “Boxlight Parent”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. In 2016, the Company acquired Boxlight, Inc., Boxlight Latinoamerica, S.A. DE C.V. (“BLA”) and Boxlight Latinoamerica Servicios, S.A. DE C.V. (“BLS”) (together, “Boxlight Group”), Mimio LLC (“Mimio”) and Genesis Collaboration, LLC (“Genesis”). The Company currently designs, produces and distributes interactive technology solutions to the education market. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Boxlight Corporation, Boxlight Group, Mimio and Genesis. Transactions and balances among Boxlight Corporation, Boxlight Group, Mimio and Genesis have been eliminated. The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K. ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Significant estimates include estimates of allowances for bad debts, inventory obsolescence, initial valuations and recoverability of intangible assets including goodwill, stock compensation, and estimates for contingent liabilities related to debt obligations and litigation matters. FOREIGN CURRENCIES The Company’s functional currency is the U.S. dollar. BLA and BLS’s functional currency is the Mexican Peso. The Company translates their financial statements from their functional currencies into the U.S. dollar. An entity’s functional currency is the currency of the primary economic environment in which it operates and is generally the currency in which the business generates and expends cash. BLA and BLS, whose functional currency is the Mexican Peso, translate their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the period. Translation adjustments are included in accumulated other comprehensive loss, a separate component of equity (deficit). Foreign exchange gains and losses included in net income result from foreign exchange fluctuations on transactions denominated in a currency other than an entity’s functional currency. CASH AND CASH EQUIVALENTS The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $250,000 for banks located in the U.S. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any rick of loss on its cash bank accounts. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. Allowance for doubtful accounts represents management’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required. INVENTORIES Inventories are stated at the lower of cost or net realizable value and included spare parts and finished goods. Inventories are primarily determined using the specific identification method and the first-in, first-out (“FIFO”) cost method. Cost includes direct cost from the contract manufacturer (“CM”) or original equipment from manufacturer (“OEM”), plus material overhead related to the purchase, inbound freight and import duty costs. The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. PROPERTY AND EQUIPMENT Property and equipment is stated at cost and depreciated using the straight-line method over the estimated life of the asset. Repairs and maintenance are charged to expense as incurred. LONG–LIVED ASSETS Long-lived assets to be held and used or disposed of other than by sale are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of its carrying amount or fair value less cost to sell. Intangible assets Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets and goodwill are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Goodwill is not amortized and is not deductible for tax purposes. DEFERRED REVENUE Deferred revenue represents amounts collected for any extended warranty that is separately priced. The Company recognizes revenue from extended warranty contracts using the straight-line method over the estimated life of the product which is three years. REVENUE RECOGNITION Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (“SPIFF”) paid to the value-added resellers (“VARs”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred. Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services. The Company evaluates the criteria outlined in FASB ASC Subtopic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned. The Company’s standard terms and conditions of sale do not allow for product returns and it generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations. The Company has warranty policy to provide 12 to 36 months warranty coverage on projectors, displays, accessories, batteries and computers except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 60-month warranty. The Company establishes a liability for estimated product warranty costs at the time product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit. The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive as marketing expense based on analyses of historical data. RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are expensed as incurred and consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. INCOME TAXES An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. SHARE-BASED COMPENSATION The Company estimates the fair value of each share-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as an addition to paid-in capital. SUBSEQUENT EVENTS The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration. NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. Since the company is an Emerging Growth Company, adoption is not required until 2019. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements. In February 2016, a pronouncement was issued by FASB that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. | NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES THE COMPANY Boxlight Corporation (the “Company” or “Boxlight Parent”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. Boxlight Inc., Boxlight Latinoamerica, S.A. DE C.V. (“BLA”) and Boxlight Latinoamerica Servicios, S.A. DE C.V. (“BLS”) (together, “Boxlight Group”) were incorporated on July 11, 2009, October 17, 2002 and October 17, 2002, respectively. The Boxlight Group is involved principally in the distribution of interactive projectors and integrated solutions that enhance learning and enable people to collaborate with each other in innovative and effective ways. On July 18, 2016, the Company acquired Boxlight Group. Boxlight Group was previously wholly owned by Everest Display Inc., a manufacturing company in Taiwan. In May 2016, Everest Display Inc. agreed to sell all of its ownership in Boxlight Group to the Company. Mimio LLC (“Mimio”) was formed in Delaware on July 1, 2013. Mimio designs, develops and sells interactive classroom technology products, of which Mimio owns most of the design and performance patents, and which are manufactured by contract manufacturers in Hong Kong and China. Mimio also purchases and sells other non-proprietary products such as classroom projectors and flat panel displays as an original equipment manufacturer (“OEM”) from manufacturers in China and Taiwan. The primary market for Mimio’s products is classrooms K-12. All of the products are integrated in the classroom through Mimio’s award winning operating software “Mimio Studio.” Mimio’s products are distributed globally through a network of value added resellers (“VARs”) in the U.S. and Canada, and through master distributors in the rest of the world. On November 4, 2015, Mimio was acquired by Mim Holdings, Inc. (“Mim Holdings”), a Delaware corporation wholly-owned by Marlborough Trust. Marlborough Trust was established for the benefit of members of the families of Adam Levin and Michael Pope, our President and Director. On April 1, 2016, Boxlight Parent acquired 100% of the membership interests in Mimio from Mim Holdings. Genesis Collaboration, LLC (“Genesis”) was formed as a limited liability company in September 2011 in Atlanta, Georgia, to provide solutions that enhance interactive learning in the business, government, and education markets. Genesis is a technology provider that facilitates effective communication in schools, training facilities and workplaces around the world. Genesis offers a wide range of integrated products that change the way individuals collaborate and learn. In the classroom, Genesis offers a wide range of integrated interactive solutions that transform the way teachers deliver lessons and assess progress. Genesis’ products include interactive whiteboard systems, interactive tables, interactive and standard projectors, audio systems, data loggers, software, assessment and student response systems. On October 31, 2013, Vert Capital’s subsidiary acquired all of the outstanding membership interests of Genesis. On May 12, 2016, the Company acquired Genesis from Vert Capital. Effective August 1, 2016, Genesis was merged into Boxlight Inc. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Acquisitions from Vert Capital and Mim Holdings are considered common control transactions. When businesses acquired from Vert Capital and Mim Holdings were consolidated by us, they were accounted for as if the transfer had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. The acquisitions of Mimio and Genesis were transfers of businesses between entities under common control. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired entities prior to the effective dates of such acquisitions. The information prior to the Company’s incorporation on September 18, 2014 represents the historical results of Genesis as Genesis was first controlled by Vert Capital and determined to be our predecessor entity for accounting purposes. The financial information for Mimio has been included in the Company’s consolidated financial statements beginning on November 4, 2015 when Mimio was acquired by Mim Holdings Boxlight Group was acquired by the Company on July 18, 2016. The acquisition of Boxlight Group was accounted for under the acquisition method of accounting. See Note 3— Acquisitions, for additional information. The accompanying consolidated financial statements include the accounts of Boxlight Corporation, Boxlight Group, Mimio and Genesis. Transactions and balances among Boxlight Corporation, Boxlight Group, Mimio and Genesis have been eliminated. The assets and liabilities of Mimio and Genesis in these financial statements have been reflected on a historical cost basis because the transfers of Mimio and Genesis to the Company are considered common control transactions. When the Company acquired Mimio and Genesis, the Company, Mimio and Genesis were under direct or indirect control of Vert Capital. The accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Significant estimates include estimates of allowances for bad debts, inventory obsolescence, initial valuations and recoverability of intangible assets including goodwill, stock compensation, fair values of assets acquired and estimates for contingent liabilities related to debt obligations and litigation matters. FOREIGN CURRENCIES The Company’s functional currency is the U.S. dollar. BLA and BLS’s functional currency is the Mexican Peso. The Company translates their financial statements from their functional currencies into the U.S. dollar. An entity’s functional currency is the currency of the primary economic environment in which it operates and is generally the currency in which the business generates and expends cash. BLA and BLS, whose functional currency is the Mexican Peso, translate their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the year. Translation adjustments are included in accumulated other comprehensive income (loss), a separate component of equity (deficit). Foreign exchange gains and losses included in net income result from foreign exchange fluctuations on transactions denominated in a currency other than an entity’s functional currency. Acquisition OF BOXLIGHT GROUP The financial statements include the operations of Boxlight Group after the completion of the acquisition on July 18, 2016. We accounted for the acquisition of Boxlight Group using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. The estimated fair values of assets acquired and liabilities assumed were determined based on management’s best estimates. Preliminary estimated fair values are subject to measurement period adjustments which represent updates made to the preliminary purchase price allocation based on revisions to valuation estimates in the interim period subsequent to the acquisition and initial accounting date up until the purchase price allocation is finalized which cannot be any later than one year from the acquisition date. Common control transactions Businesses acquired from Vert Capital are accounted for as common control transactions whereby the net assets (liabilities) acquired (assumed) are combined with the Company’s at their historical carrying value. Any difference between carrying value and recognized consideration is treated as a capital transaction. Cash received from the acquired entities is presented as an investing activity in our consolidated statement of cash flows. CASH AND CASH EQUIVALENTS The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $250,000 for banks located in the U.S. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any rick of loss on its cash bank accounts. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. Allowance for doubtful accounts represents management’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required. INVENTORIES Inventories are stated at the lower of cost or net realizable value and included spare parts and finished goods. Inventories are primarily determined using specific identification method and the first-in, first-out (“FIFO”) cost method. Cost includes direct cost from the CM or OEM, plus material overhead related to the purchase, inbound freight and import duty costs. The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. PROPERTY AND EQUIPMENT Property and equipment is stated at cost and depreciated using the straight-line method over the estimated life of the asset. Repairs and maintenance are charged to expense as incurred. LONG–LIVED ASSETS Long-lived assets to be held and used or disposed of other than by sale are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of its carrying amount or fair value less cost to sell. Intangible assets Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets and goodwill are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Goodwill is not amortized and is not deductible for tax purposes. DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discount is amortized over the term of the debt using the effective interest rate method. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. DEFERRED REVENUE Deferred revenue represents amounts collected for any extended warranty that is separately priced. The Company recognizes revenue from extended warranty contracts using the straight-line method over the estimated life of the product which is three years. REVENUE RECOGNITION Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (“SPIFF”) paid to the VARs. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred. Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services. The Company evaluates the criteria outlined in FASB ASC Subtopic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned. The Company’s standard terms and conditions of sale do not allow for product returns and it generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations. Before Mimio was acquired by the Company, it generally provided 24 to 60 months of warranty coverage on all of its products. Mimio product’s standard warranty period is 24 months, which can be extended to 60 months upon the end user “registering” their device on-line. The Company’s warranty provides for repair or replacement of the associated products during the warranty period. The Company does not record warranty cost upon sale, and instead conducts a quarterly review of the warranty liability reserve, and based on historical cost-to-trailing revenue history, will adjust up or down the warranty liability, with the offset to this adjustment posted to cost of revenue. After the acquisitions of Mimio, Genesis and Boxlight Group, the Company determined a new warranty policy to provide 12 to 36 months warranty coverage on projectors, displays, accessories, batteries and computers except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 60 month warranty. The Company establishes a liability for estimated product warranty costs at the time product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit. The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive as marketing expense based on analyses of historical data. RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are expensed as incurred and consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. INCOME TAXES An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. SHARE-BASED COMPENSATION The Company estimates the fair value of each share-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as an addition to paid-in capital. SUBSEQUENT EVENTS The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration. NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements. In August 2014, the FASB issued ACU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management’s plans which may alleviate doubt regarding the Company’s ability to continue as a going concern. ASU 2014-15 is effective for years ending after December 15, 2016. The Company adopted this standard for the year ending December 31, 2016. There was no significant impact in the financial results. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU was effective for annual periods beginning after December 15, 2015. The Company adopted this guidance 2016. There was no significant impact in the financial results. In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements. In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company adopted this guidance for the year ending December 31, 2017. There was no significant impact in the financial results. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | NOTE 2 – GOING CONCERN These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. As of March 31, 2018, the Company had an accumulated deficit of $14,701,902 and a working capital deficit of $63,131. During the three months ended March 31, 2018, the Company incurred a net loss of $1,915,971 and net cash used in operations was $2,050,132. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is seeking to obtain funds for operations from its public or private sales of equity or debt securities or from bank or other loans. | NOTE 2 – GOING CONCERN These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to repay its debt obligation currently in default or negotiate alternative repayment arrangements, to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of December 31, 2017, the Company had an accumulated deficit of $12,785,931 and net working capital of $744,329. During the year ended December 31, 2017, the Company incurred a net loss of $7,297,109 and net cash used in operations was $1,343,382. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is seeking to obtain funds for operations from its initial public offering and support from its majority shareholder. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 – ACQUISITIONS Acquisition of Mimio Effective April 1, 2016, pursuant to a membership interest purchase agreement, the Company acquired 100% of the membership interest in Mimio from Mim Holdings. As consideration, the Company issued a $2,000,000 unsecured convertible promissory note (the “Marlborough Note”) to Marlborough Trust. See Note 13. Additionally, the Company assumed from Mim Holdings a $3,425,000 senior secured note (the “Skyview Note”) that is payable to Skyview Capital, LLC, (“Skyview”), the former equity owner of Mimio and interest accrued on the note. The Skyview Note was issued by Mim Holdings to Skyview on November 4, 2015 as payment for the acquisition of 100% of the membership equity of Mimio. See Note 10. The Company’s financial statements include Mimio’s assets and liabilities at the historical cost of Mim Holdings. Mimio was acquired by Mim Holdings on November 4, 2015. Mim Holdings accounts for acquired businesses using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. The following table shows the purchase price, acquisition-date fair values of the assets acquired and liabilities assumed and calculation of goodwill utilizing the information at November 4, 2015, when Mim Holdings acquired Mimio. Subsequently on April 1, 2016, the Company acquired Mimio from Mim Holdings in a transaction between entities under common control. Accordingly, the purchase price allocation reflects the fair value as of the date acquired by Mim Holdings. Upon acquisition by the Company, these amounts were recorded on the historical cost basis of Mim Holdings. Assets acquired: Current assets $ 6,677,842 Intangible assets 179,722 Goodwill 44,931 Total assets 6,902,495 Total liabilities (3,477,495 ) Net assets acquired $ 3,425,000 Acquisition of Genesis On May 12, 2016, Vert Capital contributed 100% of the membership interests in Genesis to the Company. In connection with the Company’s acquisition of Genesis, the former members of Genesis received 1,000,000 shares of the Company’s Series B Preferred Stock which automatically converted into 370,040 shares that represent 4.0% of the Company’s fully diluted common stock as defined in the agreement at the IPO date. Upon completion of the Company’s initial public offering, an aggregate of 250,000 shares of the Company’s non-voting convertible Series A preferred stock were issued to Vert Capital. Such 250,000 shares of the Company’s non-voting convertible Series A preferred stock will automatically convert into 398,406 shares of our Class A common stock on November 30, 2018, which is one year from the date of the Company’s initial public offering. Common Control Transactions The acquisitions of Mimio and Genesis were considered as transfers of businesses between entities under common control; and therefore, the assets acquired and liabilities assumed were transferred at historical cost of Vert Capital. Because the acquisitions were common control transactions in which the Company acquired businesses, the Company’s historical financial statements have been retrospectively adjusted to reflect the results of operations, financial position, and cash flows of Mimio and Genesis as if the Company owned Mimio and Genesis for all periods presented from the date Mimio, Genesis and the Company were under common control, which was November 4, 2015 and October 31, 2013, respectively. Acquisition of Boxlight Group On July 18, 2016, the Company acquired 100% of the equity interest of Boxlight Group, under the terms of a Share Purchase Agreement entered into on May 10, 2016 with Everest Display, Inc. (“EDI”). Under the terms of the share purchase agreement, Boxlight Holdings, Inc., a newly formed Delaware subsidiary of Boxlight Corporation acquired the equity of Boxlight Group. The Company issued to EDI 270,000 shares of Series C Preferred Stock, that has a stated or liquidation value of $20.00 per share. Upon completion of Boxlight Corporation’s IPO and the listing of its Class A common stock on the Nasdaq Capital Market, the Series C Preferred Stock was automatically converted into 2,055,873 shares of Class A common stock. Such converted shares of Class A common stock issued to EDI or its subsidiaries represented approximately 22.22% of Boxlight Corporation’s fully-diluted common stock upon the Company’s IPO, excluding shares issued for private placements and debt conversions. Under the terms of the share purchase agreement, as amended on September 28, 2016, Boxlight Corporation agreed to pay EDI approximately $5.75 million of accrued accounts payable owed by Boxlight Group to EDI at September 28, 2016, in the manner set forth below. (1) $1,000,000 was paid at the closing of the acquisition out of the net proceeds of a note issued to Hitachi Capital America Corp. (See Note 10); (2) An additional $1,500,000 of the $5.75 million owed to EDI was to be paid by Boxlight Corporation and its subsidiaries in six monthly installments of $250,000 each, commencing 30 days after the initial $1,000,000 payment paid at closing. However, in view of the fact that such installment payments could not then be made by the Company, EDI agreed to convert $1,500,000 accounts payable into 238,095 shares of Boxlight’s Class A common stock in June 2017. (3) $2,000,000 of the unpaid balance of the account payable was settled with a 4% non-negotiable convertible promissory note of Boxlight Corporation payable to EDI, together with accrued interest, on March 31, 2019 (the “EDI Note”). In August 2017, the EDI Note was converted into 327,027 shares of Boxlight Corporation’s Class A common stock at a conversion price of $6.30 pursuant to an agreement. The Company recorded no gain or loss from the conversion. On the acquisition date, the Company recognized the assets acquired and liabilities assumed from Boxlight Group at their fair value and the excess in purchase price over these values was allocated to goodwill. The estimated fair values of consideration paid, assets acquired and liabilities assumed were determined based on third-party valuation reports provided by specialists. The following table shows the purchase price, estimated acquisition-date fair values of the assets acquired and liabilities assumed and calculation of goodwill for Boxlight Group utilizing the information at acquisition date. Assets acquired: Current assets $ 5,737,836 Property and equipment 65,866 Intangible assets 7,000,000 Other assets 514,696 Goodwill 4,137,060 Total assets acquired 17,455,458 Total liabilities assumed (9,212,161 ) Net assets acquired $ 8,243,297 Consideration paid: Issuance of 270,000 shares of Series C preferred stock $ 8,828,353 Preexisting net payable to Boxlight Group (585,056 ) Total $ 8,243,297 The Company valued the Series C Preferred shares issued to EDI based on an entity value of the Company of approximately $39,700,000 and 270,000 shares of the Series C Preferred Stock represents approximately 22.22% of ownership of the Company. Unaudited Pro Forma Results Of Operation The following table presents the unaudited condensed pro forma results of operations that reflect the acquisition of Boxlight Group as if the acquisition had occurred as of the first day of the period presented, adjusted for items that are directly attributable to the acquisition. This information has been compiled from historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction already occurred or that may be achieved in the future. (in thousands) For the year ended December 31, 2016 Revenues $ 25,391 Cost of revenues (16,809 ) Operating expenses (11,240 ) Other incomes (expenses) (1,036 ) Income tax expense - Net loss $ (3,694 ) Net loss per common share $ (0.86 ) Weighted average outstanding common shares – basic and diluted 4,299,315 The pro forma combined results of operations were adjusted to include Boxlight Group’s operating results for the period from January 1, 2016 to July 18, 2016 since Boxlight Group was acquired by the Company on July 18, 2016. In addition, the pro forma results of operations were adjusted for the following expenses: (in thousands) For the year ended December 31, 2016 Record amortization expense of intangible assets acquired from Boxlight Group $ 385 The Company issued 270,000 shares of Series C preferred stock to the previous owners of Boxlight Group. These shares were automatically converted into Class A common stock upon completion of the Company’s IPO and listing on NASDAQ in November 2017. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | NOTE 4 – CASH AND CASH EQUIVALENTS Cash and cash equivalents held by the Company at December 31, 2017 and December 31, 2016 are summarized as follows: December 31, 2017 December 31, 2016 U.S. Dollars $ 2,007,423 $ 450,549 Mexican Pesos 2,902 5,953 Total $ 2,010,325 $ 456,502 |
Accounts Receivable - Trade
Accounts Receivable - Trade | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Receivables [Abstract] | ||
Accounts Receivable - Trade | NOTE 3 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following at March 31, 2018 and December 31, 2017: 2018 2017 Accounts receivable - trade $ 3,855,064 $ 3,846,724 Allowance for doubtful accounts (250,306 ) (200,874 ) Allowance for sales returns and volume rebates (521,090 ) (555,918 ) Accounts receivable - trade, net of allowances $ 3,083,668 $ 3,089,932 | NOTE 5 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following at December 31, 2017 and 2016: 2017 2016 Accounts receivable - trade $ 3,846,724 $ 3,562,832 Allowance for doubtful accounts (200,874 ) (453,059 ) Allowance for sales returns and volume rebates (555,918 ) (165,819 ) Accounts receivable - trade, net of allowances $ 3,089,932 $ 2,943,954 The Company wrote off accounts receivable of $163,402 and $55,929 for the years ended December 31, 2017 and 2016, respectively. |
Inventories
Inventories | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Inventories | NOTE 4 – INVENTORIES Inventories consisted of the following at March 31, 2018 and December 31, 2017: 2018 2017 Finished goods $ 3,691,197 $ 4,611,973 Spare parts 165,821 187,158 Reserves for inventory obsolescence (118,295 ) (172,562 ) Inventories, net $ 3,738,723 $ 4,626,569 During the three months ended March 31, 2018 and 2017, the Company wrote off obsolete inventories of $0 and $24,531, respectively. | NOTE 6 – INVENTORIES Inventories consisted of the following at December 31, 2017 and 2016: 2017 2016 Finished goods $ 4,611,973 $ 4,102,621 Spare parts 187,158 183,357 Reserves for inventory obsolescence (172,562 ) (121,862 ) Inventories, net $ 4,626,569 $ 4,164,116 The Company wrote off inventories of $83,500 and $326,984 for the years ended December 31, 2017 and 2016, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Expenses and Other Current Assets | NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at March 31, 2018 and December 31, 2017: 2018 2017 Prepayments to vendors $ 881,024 $ 295,448 Employee receivables - 6,203 Prepaid local taxes - 1,015 Prepaid and refundable income taxes 1,262 33,435 Prepaid insurance 122,832 - Prepaid licenses and other 222,877 51,905 Prepaid expenses and other current assets $ 1,227,995 $ 388,006 | NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at December 31, 2017 and 2016: 2017 2016 Prepayments to vendors $ 295,448 $ 351,408 Employee receivables 6,203 3,571 Prepaid local taxes 1,015 16,385 Prepaid and refundable income taxes 33,435 30,879 Prepaid licenses and other 51,905 44,793 Prepaid expenses and other current assets $ 388,006 $ 447,036 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at March 31, 2018 and December 31, 2017: Useful lives 2018 2017 Leasehold improvements 9-10 years $ 3,355 $ 3,355 Office equipment 3-5 years 21,341 21,341 Other equipment 5 years 42,485 42,485 Property and equipment, at cost 67,181 67,181 Accumulated depreciation (42,086 ) (37,429 ) Property and equipment, net of accumulated depreciation $ 25,095 $ 29,752 For the three months ended March 31, 2018 and 2017, the Company recorded depreciation expense of $4,657 and $15,189 respectively. | NOTE 8 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2017 and 2016: Useful lives 2017 2016 Leasehold improvements 9-10 years $ 3,355 $ 3,355 Office equipment 3-5 years 21,341 21,341 Other equipment 5 years 42,485 42,485 Property and equipment, at cost 67,181 67,181 Accumulated depreciation (37,429 ) (7,141 ) Property and equipment, net of accumulated depreciation $ 29,752 $ 60,040 For the year ended December 31, 2017 and 2016, the Company recorded depreciation expense of $30,288 and $7,141, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets and Goodwill | NOTE 7 – INTANGIBLE ASSETS AND GOODWILL Intangible assets and goodwill consisted of the following at March 31, 2018 and December 31, 2017: Useful lives 2018 2017 Patents 10 years $ 67,395 $ 67,395 Customer relationships 10 years 3,567,396 3,567,396 Trademarks 10 years 3,554,932 3,554,932 Intangible assets, at cost 7,189,723 7,189,723 Accumulated amortization (1,246,355 ) (1,063,165 ) Intangible assets, net of accumulated amortization $ 5,943,368 $ 6,126,558 Goodwill from acquisition of Mimio N/A $ 44,931 $ 44,931 Goodwill from acquisition of Boxlight N/A 4,137,060 4,137,060 $ 4,181,991 $ 4,181,991 For the three months ended March 31, 2018 and 2017, the Company recorded amortization expense of $183,190 and $177,036, respectively. | NOTE 9 – INTANGIBLE ASSETS AND GOODWILL Intangible assets and goodwill consisted of the following at December 31, 2017 and 2016: Useful lives 2017 2016 Patents 10 years $ 67,395 $ 67,395 Customer relationships 10 years 3,567,396 3,567,396 Trademarks 10 years 3,554,932 3,544,931 Intangible assets, at cost 7,189,723 7,179,722 Accumulated amortization (1,063,165 ) (346,245 ) Intangible assets, net of accumulated amortization $ 6,126,558 $ 6,833,477 Goodwill from acquisition of Mimio N/A $ 44,931 $ 44,931 Goodwill from acquisition of Boxlight N/A 4,137,060 4,137,060 $ 4,181,991 $ 4,181,991 For the year ended December 31, 2017 and 2016, the Company recorded amortization expense of $716,920 and $346,245, respectively. |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Debt | NOTE 8 – DEBT The following is a summary of our debt at March 31, 2018 and December 31, 2017 March 31, 2018 December 31, 2017 Short-term debt – third parties Note payable – AHA 125,000 250,000 Accounts receivable financing – Sallyport Commercial 694,960 502,449 Total short-term debt –third parties 819,960 752,449 Short-term debt – related parties Note payable – Logical Choice Corporation - Delaware 54,000 54,000 Convertible debt – related party Convertible note payable – Mark Elliott 50,000 50,000 Total debt $ 923,960 $ 856,449 Short-Term Debt - Third Parties: AHA Note On June 3, 2016, prior to the Company’s acquisition of Boxlight Group, Boxlight Group issued a promissory note to AHA Inc. Co Ltd. (“AHA”), a Korean corporation, in the amount of $1,895,413 to settle unpaid accounts payable of $1,866,418 for purchases of inventory. Interest shall be payable in the amount of 6.5% per annum. The principal was due and payable in eight equal monthly principal payments in the amount of $236,926 beginning on June 30, 2016. Interest was to be paid in consecutive monthly installments for eight months. On November 29, 2017, the outstanding principal and interest were reduced to $500,000 related to a settlement agreement reached with AHA, resulting in a gain on settlement of $304,913. Pursuant to the settlement agreement, the Company was required to pay $250,000 on or before December 2017 and the remaining principal is due in six equal monthly payments of $41,667 commencing January 2018. The outstanding balance on the note payable to AHA was $125,000 and $250,000 at March 31, 2018 and December 31, 2017, respectively. The Company has made monthly payments in 2018 pursuant to the repayment schedule. Accounts Receivable Financing – Sallyport Commercial Finance On September 5, 2017, Boxlight Inc., and Genesis entered into a 12-month term account sale and purchase agreement with Sallyport Commercial Finance, LLC (“Sallyport”). Pursuant to the agreement, Sallyport agreed to purchase 85% of the eligible accounts receivable of the Company with a right of recourse back to the Company if the receivables are not collectible. This agreement requires a minimum monthly sales volume of $1,250,000 with a maximum facility limit of $6,000,000. Advances against this agreement accrue interest at 4% in excess of the highest prime rate publicly announced from time to time with a floor of 4.25%. In addition, the Company is required to pay a $950 audit fee per day. The Company granted Sallyport a security interest in all of Boxlight Inc. and Genesis’ assets. As of March 31, 2018, outstanding principal and accrued interest were $694,960 and $0, respectively. For the three months ended March 31, 2018, the Company incurred interest expense of $144,364. Short-Term Debt - Related Parties: Line of Credit - Logical Choice Corporation-Delaware On May 21, 2014, the Company entered into a line of credit agreement with Logical Choice Corporation-Delaware (“LCC-Delaware”), former sole member of Genesis. The line of credit allowed the Company to borrow up to $500,000 for working capital and business expansion. The funds when borrowed accrued interest at 10% per annum. Interest accrued on any advanced funds was due monthly and the outstanding principal and any accrued interest were due in full on May 21, 2015. In May 2016, the maturity date was extended to May 21, 2018. The assets of Genesis have been pledged as a security interest against any advances on the line of credit. As of March 31, 2018, outstanding principal and accrued interest under this agreement was $54,000 and $16,789, respectively. As of December 31, 2017, outstanding principal and accrued interest under this agreement was $54,000 and $15,916, respectively. Convertible Notes Payable - Third Parties: Convertible Note Payable – Mark Elliott On January 16, 2015, the Company issued a note to Mark Elliott, the Company’s Chief Executive Officer, in the amount of $50,000. The note as amended is due on December 31, 2019 and bears interest at an annual rate of 10%, compounded monthly and a default rate of 15%. The note is convertible into the Company’s common stock at the lesser of (i) $6.28 per share, (ii) a discount of 20% to the stock price if the Company’s common stock is publicly traded, or (iii) if applicable, such other amount negotiated by the Company. The note holder may convert all, but not less than all, of the outstanding principal and interest due under this note. As of March 31, 2018, outstanding principal and accrued interest under this note were $50,000 and $16,041, respectively. As of December 31, 2017, outstanding principal and accrued interest under this note were $50,000 and $14,808, respectively. | NOTE 10 – DEBT The following is debt at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Short-term debt – third parties Note payable – Skyview $ - $ 1,460,508 Note payable – AHA 250,000 610,783 Line of credit – Crestmark Bank - 720,291 Accounts receivable financing – Sallyport Commercial 502,449 - Total short-term debt –third parties 752,449 2,791,582 Short-term debt – related parties Line of credit – Vert Capital - 822,550 Note payable – Logical Choice Corporation - Delaware 54,000 54,000 Total short-term debt –related parties 54,000 876,550 Convertible debt – related party Convertible note payable – Mark Elliott 50,000 50,000 Long-term debt – related parties Note payable – Marlborough Trust - 2,040,183 Note payable - EDI - 2,020,602 Total notes payable – related parties - 4,060,785 Less: current portion - - Total long-term notes payable - 4,060,785 Total debt $ 856,449 $ 7,778,917 Short-Term Debt - Third Parties: Line of Credit – Sy Silverstein On April 3, 2015, the Company entered into a line of credit agreement with Sy Silverstein, an individual. Pursuant to the agreement, the Company obtained the line of credit for up to a maximum of $300,000 to complete its initial public offering (“IPO”) process. The Company borrowed $100,000 under the agreement. The advances from this agreement accrue interest at 12% per annum, along with a $10,000 documentation fee, and was due on the effective date of the Company’s IPO. The $10,000 documentation fee was recorded as debt discount. On October 4, 2016, Mr. Silverstein agreed to settle the outstanding principal of $100,000 and accrued interest of $15,919 with 109,915 shares of the Company’s Class A common stock. These shares were valued at $115,919 based on the Company’s most recent trading price of the Class A common stock on the settlement date. Skyview Note On April 1, 2016, the Company assumed from Mim Holdings a $3,425,000 senior secured note that was payable to Skyview Capital, the former equity owner of Mimio for the acquisition of Mimio. The Skyview Note accrued interest at 6% per annum and was due on July 3, 2016. The Skyview Note is secured by a lien and security interest on all of the assets of Mimio, subordinating to the Crestmark line of credit, and guaranteed by Vert Capital and VC2 Partners. On July 5, 2016 and August 3, 2016, the Skyview Note was amended. On July 5, 2016, principal was increased to $3,660,508 to settle $235,508 of accounts payable owed by Mimio to Skyview’s affiliate. On August 3, 2016, the principal of the note was increased to $4,010,508 to include an additional fee of $350,000 to extend the maturity date to December 15, 2016. The Company recorded the $350,000 extension fee to interest expense. Additionally, the Company agreed to pay $2,500,000 of the note on the earlier of (1) September 30, 2016 or (2) the date the Company obtained a new debt facility. The Company made the $2,500,000 payment on September 29, 2016 with the proceeds from a line of credit with Crestmark Bank. The remaining outstanding balance together with any unpaid accrued interest was due and unpaid on December 15, 2016. On December 28, 2016, the Company received a Notice of Default from Skyview because the Company failed to make a $1,460,508 payment on December 15, 2016. On June 1, 2017, we were served with a lawsuit from Skyview seeking judgment on the $1,460,508 outstanding balance due under the defaulted Skyview Note, plus accrued interest thereon, and also seeking to foreclose on the assets of Mimio that is now owned and operated by our Boxlight Inc. On September 11, 2017, the outstanding principal and accrued interest were settled in full with funds from the Sallyport Commercial Finance, LLC line of credit. As of December 31, 2016, outstanding principal and accrued interest for the Skyview Note were $1,460,508 and $1,905, respectively. AHA Note On June 3, 2016, prior to the Company’s acquisition, Boxlight Group issued a promissory note to AHA Inc. Co Ltd. (“AHA”), a Korean corporation, in the amount of $1,895,413 to settle unpaid accounts payable of $1,866,418 for purchases of inventory. Interest shall be payable in the amount of 6.5% per annum. The principal was due and payable in eight equal monthly principal payments in the amount of $236,926 beginning on June 30, 2016. Interest was to be paid in consecutive monthly installments for eight months. On November 29, 2017, the outstanding principal and interest were reduced to $500,000 related to a settlement agreement reached with AHA, resulting in a gain on settlement of $304,913. Pursuant to the settlement agreement, the Company was required to pay $250,000 in or before December 2017 and the remaining principal is due in six equal monthly payments of $41,667 commencing January 2018. The balance on the note payable to AHA was $250,000 and $610,783 at December 31, 2017 and 2016, respectively. The Company have made monthly payments in 2018 pursuant to the schedule. Loan and Security Agreement – Hitachi Capital America Corp. Effective July 6, 2016, the Company entered into a loan and security agreement with Hitachi Capital America Corp. (“Hitachi”). The agreement allowed the Company to borrow up to $2,500,000 based on the balance of eligible accounts receivable and inventory at an interest rate equal to 1.75% in excess of the prime rate. The loan was due and payable on demand. Under the terms of the Hitachi loan agreement, the Company applied $1,000,000 of the initial funding to pay EDI $1,000,000 in reduction of Boxlight Group’s outstanding accounts payable. The Hitachi loan was secured by all assets of Boxlight Inc. and guaranteed by Boxlight Parent. The outstanding amount payable to Hitachi was paid in full on September 29, 2016, out of the proceeds of the line of credit financing received from Crestmark Bank. In connection with the agreement with Hitachi, the Company paid $18,000 of loan fees which was included in interest expense. Line of Credit – Crestmark Bank On September 21, 2016, the Company entered into a $5,000,000 line of credit agreement with Crestmark Bank. Advances against this agreement accrued interest at 2.25% in excess of prime rate, with a minimum rate of 5.75% per annum. The outstanding balance under this agreement was secured by all assets of the Company and its subsidiaries and was due and payable upon demand. As of December 31, 2016, outstanding principal and accrued interest were $720,291 and $0, respectively. $61,000 of loan fees related to the agreement with Crestmark Bank was included in interest expense. On January 12, 2017, the Company received a default notice from Crestmark Bank due to the Notice of Default received from Skyview Capital and not meeting the tangible net worth covenant requirement. On February 2, 2017, the Company satisfied in full all obligations due to Crestmark and received a general release from all indebtedness. Accounts Receivable Financing – Sallyport Commercial Finance On August 15, 2017, Boxlight Inc, and Genesis entered into a 12-month term account sale and purchase agreement with Sallyport Commercial Finance, LLC (“Sallyport”). Pursuant to the agreement, Sallyport agreed to purchase 85% of the eligible accounts receivable of the Company with right of recourse back to the Company if the receivables are not collectible. This agreement requires a minimum monthly draw of $1,250,000 with a maximum facility limit of $6,000,000. Advances against this agreement accrue interest at 4% in excess of highest prime rate publicly announced from time to time with a floor of 4.25%. In addition, the Company is required to pay a $950 audit fee per day. The Company granted Sallyport a security interest to all of Boxlight Inc. and Genesis’s assets. As of December 31, 2017, outstanding principal and accrued interest were $502,449 and $0, respectively. For the year ended December 31, 2017, the Company incurred interest expense and loan fees of $220,607. Short-Term Debt - Related Parties: Line of Credit - Vert Capital On September 30, 2014, the Company entered into a line of credit agreement with Vert Capital. Pursuant to the agreement as amended, the Company obtained a line of credit from Vert Capital up to a maximum of $900,000 to complete its IPO process. The funds originally accrued interest at 10% per annum. Pursuant to an amendment to the purchase agreement with EDI entered in September 2016, the funds began to accrue interest at 5.75% per annum. The advance was due on the effective date of the Company’s IPO. In connection with this agreement, the Company granted Vert Capital a security interest to all of its assets and properties, subordinated to Sallyport’s accounts receivable financing. The outstanding principle and accrued interest payable to Vert Capital of $775,259 was paid in full on December 1, 2017 out of the proceeds of the initial public offering. As of December 31, 2016, outstanding principal and accrued interest under this agreement were $822,550 and $115,319 respectively. Line of Credit - Logical Choice Corporation-Delaware On May 21, 2014, the Company entered into a line of credit agreement with Logical Choice Corporation-Delaware (“LCC-Delaware”), former sole member of Genesis. The line of credit allowed the Company to borrow up to $500,000 for working capital and business expansion. The funds when borrowed accrued interest at 10% per annum. Interest accrued on any advanced funds was due monthly and the outstanding principal and any accrued interest were due in full on May 21, 2015. In May 2016, the maturity date was extended to May 21, 2018. The assets of Genesis have been pledged as a security interest against any advances on the line of credit. As of December 31, 2017, outstanding principal and accrued interest under this agreement was $54,000 and $15,916, respectively. As of December 31, 2016, outstanding principal and accrued interest under this agreement was $54,000 and $10,516, respectively. On September 30, 2014, the Company entered into a line of credit agreement with LCC-Delaware. Pursuant to the agreement, the Company obtained an additional line of credit from LCC-Delaware up to a maximum of $500,000 for a term of 3 years. The advances from this agreement accrue interest at 10% per annum and was due on demand. In connection with this agreement, the Company granted LCC-Delaware a second lien and security interest to all of its assets and properties, subordinated to the line of credit from Vert Capital. Pursuant to an amendment to the purchase agreement with EDI entered in September 2016, LCC - Delaware forgave the entire payable balance of $185,129 and interest of $37,241 owed by the Company. The forgiveness of the debt total of $222,370 was recorded as additional paid in capital. Convertible Notes Payable - Third Parties: Convertible Note Payable – Mark Elliott On January 16, 2015, the Company issued a note to Mark Elliott, the Company’s Chief Executive Officer, in the amount of $50,000. The note is due on December 31, 2018 as amended and bears interest at an annual rate of 10%, compounded monthly and a default rate of 15%. The note is convertible to the Company’s common stock at the lesser of (i) $6.28 per share, (ii) a discount of 20% to the stock price if the Company’s common stock is publicly traded, or (iii) if applicable, such other amount negotiated by the Company. The note holder may convert all, but not less than all, of the outstanding principal and interest due under this note upon the conversion date. As of December 31, 2017, outstanding principal and accrued interest under this agreement were $50,000 and $14,808, respectively. As of December 31, 2016, outstanding principal and accrued interest under this agreement were $50,000 and $9,809, respectively. Convertible Note Payable – James Lofgren On August 19, 2015, the Company issued a convertible promissory note to James Lofgren, spouse of Sheri Lofgren, the Company’s Chief Financial Officer, in the amount of $45,000. The note was due on April 30, 2016 and bears interest at an annual rate of 13%, compounded monthly. Mr. Lofgren may convert all, but not less than all, of the outstanding principal and interest due under this note into the Company’s Class A common stock, at the lesser of (i) $6.28 per share or (ii) a discount of 20% to the trading price if the Company’s common stock is then publicly traded. The outstanding balance under this note was fully repaid on March 31, 2016. Long-Term Debt - Related Parties: Marlborough Note Payable On April 1, 2016, the Company issued a $2,000,000 unsecured convertible promissory note to Marlborough Trust for the acquisition of Mimio. The Marlborough Note is convertible by the holder into the Company’s Class A common stock at a per share conversion price equal to 55% of the initial offering price. The Marlborough note bears a one-time simple interest charge of 8% and was due on March 31, 2019. On June 27, 2017, the Marlborough Trust entered into a note conversion agreement with Boxlight Parent under which the Marlborough Trust agreed, upon the effective date of the Company’s post-effective amendment to the Company’s registration statement on Form S-1, to convert 100% of the $2,000,000 Marlborough Note and $79,853 of accrued interest into shares of our Class A common stock at a conversion price of $6.30 per share, a total of 330,135 shares upon conversion. The effective date was August 29, 2017 at which time the outstanding note and accrued interest were converted into 330,135 shares. As of December 31, 2016, outstanding principal and long-term accrued interest for the Marlborough Note were $2,000,000 and $40,183, respectively. EDI Note Payable On September 28, 2016, the Company entered into an amendment with EDI for the acquisition of Boxlight Group. The Company agreed to issue a $2,000,000 non-negotiable convertible promissory note (the “EDI Note”) to settle the unpaid balance of the accounts payable owed by Boxlight Group to EDI. The note bears a one-time simple interest charge of 4% and all principal and accrued interest was due on March 31, 2019. On May 11, 2017, the Company issued a $2,000,000 unsecured convertible promissory note to EDI replacing the 4% non-negotiable convertible promissory note of $2,000,000 issued at September 28, 2016. The new EDI Note was convertible into the Company’s Class A common stock at a per share conversion price equal to 55% of the initial offering price. The new note bears a one-time simple interest charge of 4% and was due on March 31, 2019. On June 27, 2017, EDI entered into a note conversion agreement with the Company under which EDI agreed, upon the effective date of the Company’s post-effective amendment to the Company’s registration statement on Form S-1, to convert 100% of the $2,000,000 convertible promissory note and $60,274 of accrued interest into shares of our Class A common stock at a conversion price of $6.30 per share, a total of 327,027 shares upon conversion. The effective date was August 29, 2017, at which time the outstanding note and accrued interest were converted into 327,027 shares. As of December 31, 2016, outstanding principal and long-term accrued interest for EDI Note were $2,000,000 and $20,602, respectively. |
Deferred Revenue
Deferred Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Deferred Revenue | NOTE 9 – DEFERRED REVENUE The Company has future performance obligations for separately priced extended warranties sold related to its Lamps for Life program and advances from customers. Deferred revenue consisted of the following as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Balance, beginning of the period $ 1,302,717 $ 767,726 Additions 71,903 1,070,528 Amortization or earned (715,462 ) (535,537 ) Balance, ending of the period 659,158 1,302,717 Deferred revenue – short-term 483,243 1,127,423 Deferred revenue – long-term $ 175,915 $ 175,294 | NOTE 11 – DEFERRED REVENUE On July 18, 2016, upon the acquisition of Boxlight Group, the Company assumed a $761,622 future performance obligation for separately priced extended warranties sold by Boxlight Group based on preliminary measurement of the assets acquired and liabilities assumed. Deferred revenue consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Balance, beginning of year $ 767,726 $ - Assumed from Boxlight Group - 761,622 Additions 1,070,528 259,744 Amortization (535,537 ) (253,640 ) Balance, ending of year 1,302,717 767,726 Deferred revenue – short-term 1,127,423 495,603 Deferred revenue – long-term $ 175,294 $ 272,123 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | NOTE 10 – INCOME TAXES The Company operates in the United States and Mexico. Income taxes have been provided based upon the tax laws and rates of the countries in which operations are conducted and income is earned. The Company idled its office in Mexico in 2016. For the three months ended March 31, 2018 and the year ended December 31, 2017, the Company has incurred net losses and, therefore, has no tax liability. The cumulative net operating loss carry-forward on tax basis was approximately $9.0 and $7.6 million at March 31, 2018 and December 31, 2017, respectively. The value of these carryforwards depends on the Company’s ability to generate taxable income. A change in ownership, as defined by federal income tax regulations, could significantly limit the Company’s ability to utilize our net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if the Company fails to generate taxable income prior to the expiration dates the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. The Company has cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at March 31, 2018 and December 31, 2017. | NOTE 12 – INCOME TAXES The Company operates in the United States and Mexico. Income taxes have been provided based upon the tax laws and rates of the countries in which operations are conducted and income is earned. The Company idled its office in Mexico in 2016. For the years ended December 31, 2017 and 2016, the Company has incurred net losses and, therefore, has no tax liability. The cumulative net operating loss carry-forward on tax basis was approximately $7.6 and $4.7 million at December 31, 2017 and 2016, respectively. The value of these carryforwards depends on the Company’s ability to generate taxable income. A change in ownership, as defined by federal income tax regulations, could significantly limit the Company’s ability to utilize our net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if the Company fails to generate taxable income prior to the expiration dates the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. The Company has cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at December 31, 2017 and 2016. The Company is subject to United States federal income taxes. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows (rounded to nearest $000): 2017 2016 Income tax benefit computed at the statutory rate $ 2,554,000 $ 722,000 Stock compensation (1,484,000 ) (163,000 ) Non-deductible expenses (21,000 ) (25,000 ) Depreciation and amortization expenses (9,000 ) (4,000 ) Bad debt expense (31,000 ) (146,000 ) Others 12,000 144,000 Effect of U.S. tax law change (1,108,000 ) - Change in valuation allowance 87,000 (528,000 ) Provision for income taxes $ - $ - On December 22, 2017, new federal tax reform legislation was enacted in the United States (the “2017 Tax Act”), resulting in significant changes from previous tax law. The 2017 Tax Act reduces the federal corporate income tax rate to 21% from 35% effective January 1, 2018. The rate change, along with certain immaterial changes in tax basis resulting from the 2017 Tax Act, resulted in a reduction of the Company’s deferred tax assets of approximately $1.1 million and a corresponding reduction in the valuation allowance. Significant components of the Company’s deferred tax assets after applying enacted corporate income tax rates are as follows (rounded to nearest $000): December 31, 2017 December 31, 2016 Depreciation and amortization expenses $ 8,000 $ 4,000 Bad debt expense 106,000 146,000 Others - 12,000 Net loss carrying forward 1,589,000 1,628,000 Valuation allowance (1,703,000 ) (1,790,000 ) Net deferred income tax assets $ - $ - The tax years from 2014 to 2017 remain open to examination by the major taxing jurisdictions to which the Company is subject. |
Equity
Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Equity | NOTE 11 – EQUITY Preferred Shares The Company’s articles of incorporation provide that the Company is authorized to issue 50,000,000 preferred shares consisting of: 1) 250,000 shares of voting Series A preferred stock, with a par value of $0.0001 per share; 2) 1,200,000 shares of voting Series B preferred stock, with a par value of $0.0001 per share; 3) 270,000 shares of voting Series C preferred stock, with a par value of $0.0001 per share; and 4) 48,280,000 shares to be designated by the Company’s Board of Directors. The Company issued 1,000,000 shares of Series B preferred stock for the acquisition of Genesis and 270,000 shares of Series C preferred stock for the acquisition of Boxlight Group. Upon the completion of the IPO in November 2017, all shares of Series B and C preferred stock related to the acquisitions of Genesis and Boxlight Group were converted to Class A common stock. Upon completion of the Company’s IPO, an aggregate of 250,000 shares of the Company’s non-voting convertible Series A preferred stock were issued to Vert Capital for the acquisition of Genesis. All of the Series A preferred stock shall be automatically converted into Class A common stock no later than November 30, 2018. Common Stock In January 2015, the Company amended its articles of incorporation to state that the Company’s common stock consists of: 1) 150,000,000 shares of Class A voting common stock and 2) 50,000,000 shares of Class B non-voting common stock. Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock. As of March 31, 2018, and December 31, 2017, the Company had 9,648,197 and 9,558,997 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding at March 31, 2018 and December 31, 2017. Issuance of common stock On January 8, 2018, the Company issued 60,000 shares of common stock to K Laser at $7.00 per share for cash of $420,000. Exercise of stock options On March 20, 2018, the former Chief Financial Officer exercised 29,200 stock options and paid a total of $3 for the exercise price. | NOTE 13 – EQUITY Preferred Shares The Company’s articles of incorporation provide that the Company is authorized to issue 50,000,000 preferred shares consisting of: 1) 250,000 shares of voting Series A preferred stock, with a par value of $0.0001 per share; 2) 1,200,000 shares of voting Series B preferred stock, with a par value of $0.0001 per share; 3) 270,000 shares of voting Series C preferred stock, with a par value of $0.0001 per share; and 4) 48,280,000 shares to be designated by the Company’s Board of Directors. As of December 31, 2016, the Company had issued 1,000,000 shares of Series B Preferred Stock for the acquisition of Genesis and 270,000 shares of Series C Preferred Stock for the acquisition of Boxlight Group. Upon the completion of IPO in November 2017, all of the shares of Series B and C Preferred stock related to the acquisitions of Genesis and Boxlight Group were converted to Class A common stock. Upon completion of the Company’s initial public offering, an aggregate of 250,000 shares of the Company’s non-voting convertible Series A preferred stock were issued to Vert Capital for the acquisition of Genesis. All of the Series A Preferred Stock shall be automatically converted into Class A common stock not later than November 30, 2018. Common Shares In January 2015, the Company amended its articles of incorporation to state that the Company’s common shares consist of: 1) 150,000,000 shares of Class A voting common stock and 2) 50,000,000 shares of Class B non-voting common stock. Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock. As of December 31, 2017 and 2016, the Company had 9,558,997 and 4,621,687 shares of Class A common stock issued and outstanding, respectively. No class B shares were outstanding at December 31, 2017 and 2016. Issuances in 2017: Issuance of common stock in connection with IPO In November 2017, the Company completed its initial public offering and issued 958,983 and 41,017 shares of Class A common stock at $7.00 per share for net proceeds of $5,678,609 and conversion of accounts payable to a third party of $287,119, respectively. In November 2017, the Company issued 370,040 shares of Class A common stock for the conversion of 1,000,000 shares of Series B preferred stock in relation to the Genesis acquisition. In November 2017, the Company issued 2,055,873 shares of Class A common stock for the conversion of 270,000 shares of Series C preferred stock in relation to the Boxlight Group acquisition. Issuance of common stock for directors compensation In March 2015, and as amended on February 26, 2016, the Company entered into agreements with two new Board members. In consideration of their agreement to serve on the Company’s Board, the Company agreed to sell a number of common shares equal to 0.5% and 1.25%, respectively, of the Company’s fully-diluted common shares to these members on IPO. Upon completion of the IPO, the two members were issued 186,000 shares in total at a purchase price of $0.0001 per share. The Company recognized stock compensation expense of $1,302,000 on the grant date. Additionally, one of the directors receives a fee payable in cash of $50,000 per annum, which commenced on February 26, 2016. Settlement of trademark liability On April 16, 2009, Boxlight Inc. entered into a trademark license agreement with Herbert H. Myers whereby Boxlight Inc. agreed to pay Mr. Myers 15% of the quarterly net income of Boxlight Inc. This payment shall continue until $1,250,000 is paid, upon which, the license fee shall drop to 10%. Upon reaching the aggregate sum of $2,500,000 or 10 years of licensing, whichever comes first, the trademark will be sold to Boxlight Inc. for $1. Through the period ended December 31, 2014, Boxlight Inc. paid $32,580 related to this agreement. In October 2014, Boxlight Inc. entered into an amendment to the trademark license agreement with Mr. Myers, whereby Mr. Myers agreed to sell the trademark for $250,000. Payment would be made through the issuance of shares of Boxlight Corporation by dividing $250,000 by the initial price per share of shares of Boxlight Corporation’s common stock sold in the initial public offering of Boxlight Corporation. In 2014, the Company issued 39,841 shares to Mr. Myers as security deposit. The Company completed its IPO in November 2017 at $7.00 per share. Total shares issued to Mr. Myers had a value of $278,887 on the IPO date. Mr. Myers confirmed the trademark liability was settled but would not return the additional 4,127 shares issued to him. The Company therefore recorded a loss from settlement of $28,887. Issuance of common stock in connection with Loeb & Loeb agreement On December 16, 2015, and as amended in April and November 2017, the Company agreed to pay Loeb & Loeb (“Loeb”) for legal services rendered in connection with the Company’s IPO for $900,000. Pursuant to the amendment agreement, upon closing the IPO, the Company made a cash payment to Loeb of $400,000 and issued 138,692 restricted shares of Class A common stock. Commencing with the first month after the closing of the IPO, the Company shall make six monthly cash payments to Loeb each in the amount of $47,500 no later than the fifth day of each month for a total amount of $285,000. Upon receipt of the total payment of $285,000, Loeb will return 82,059 shares to the Company. No later than 12 months after the closing of IPO, the Company shall pay the remaining balance of $215,000. Upon receipt of the final payment of $215,000, Loeb will return 33,517 shares to the Company. Loeb will continue to beneficially own 23,116 shares of our Class A common stock. At December 31, 2017, the Company had paid $400,000 and had a remaining payable of $500,000. Issuances of common stock for settlement of accounts payable and debt In June 2017, EDI agreed to convert $1,500,000 of accounts payable into 238,095 shares of Class A common stock at a conversion price of $6.30 per share. No gain or loss was recorded on the conversion. In August 2017, EDI and Marlborough converted long-term convertible notes payable and accrued interest of $4,140,127 in total into 657,162 shares of Class A common stock at a conversion price of $6.30 per share. See Note 10. No gain or loss was recorded on the conversion. Exercise of stock options In 2017, the Company issued 291,402 shares of Class A common stock upon exercise of employee’s options for net cash proceeds of $29. Issuances in 2016: Issuances of common stock to K-Laser for cash On September 28, 2016, pursuant to an amended agreement with EDI, K Laser, the principal stockholder of EDI, purchased 178,572 shares of Class A common stock at $5.60 per share for cash of $1,000,003. The Company agreed to use $650,000 of the proceeds to retire a separate obligation owed by Boxlight Inc. to EDI. Issuances of common stock for cash In September 2016, the Company issued 18,014 shares of Class A common stock at $1.055 per share for cash of $19,000. As of December 31, 2016, the Company had received cash of $18,900 and had subscriptions receivable of $100. In November 2016, the Company issued 33,865 shares of Class A common stock at $5.906 per share for cash of $200,004. Issuances of common stock for settlement of accounts payable and debt In October and September 2016, the Company issued an aggregate of 94,735 shares at $1.055 per share to settle accounts payable of $99,910 (including $77,268 of accrued commission payable to Mark Elliott, the Company’s CEO). In October 2016, the Company issued 3,556 shares of Class A common stock to a third party at $5.906 per share to settle accounts payable of $21,000. In October 2016, the Company issued 109,915 shares of Class A common stock at $1.055 per share to settle $100,000 of the outstanding principal short-term debt and $15,919 of accrued interest. Distribution to Vert Capital During the first quarter of 2016, Mimio was under the control of Vert Capital. It distributed cash of $814,625 to Vert Capital for payments of the Skyview Note prior to the acquisition by the Company. Stock Splits In December 2016, the Company completed a stock split of 0.948207171 for 1 of its Class A common stock increasing its outstanding Class A common stock to 4,621,687 shares. All share numbers or per share information presented give effect to the stock splits. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-Based Compensation | NOTE 12 – SHARE-BASED COMPENSATION On September 19, 2014, the Board approved the Company’s 2014 Stock Option Plan. The total number of underlying shares of the Company’s Class A common stock available for grant to directors, officers, key employees, and consultants of the Company or a subsidiary of the Company under the plan is 2,390,438 shares. Grants made under this plan must be approved by the Company’s Board of Directors. As of March 31, 2018, the Company had 684,060 shares reserved for issuance under the plan. In 2018, the Board of Directors approved an increase in the number of shares available for grant by 300,000 shares to 2,690,438 shares. The increase is not finalized and subject to shareholder approval. Stock Options Under our stock option program, an employee receives an award that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediate to 4-year vesting period and expire 5 years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options have no financial statement effect on the date they are granted but rather are reflected over time through recording compensation expense and increasing shareholder’s equity. We record compensation expense based on the estimated fair value of the awards that vest and that amount is amortized as compensation expense on a straight- line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting. Following is a summary of the option activities during the three months ended March 31, 2018: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2017 812,574 $ 3.01 5.64 Granted 927,500 $ 5.10 Exercised (29,200 ) $ 0.0001 Cancelled (4,495 ) $ 7.00 Outstanding, March 31, 2018 1,706,379 $ 4.19 5.10 Exercisable, March 31, 2018 573,955 $ 2.26 5.73 The Company estimates the fair value of each stock option award on the date of grant using a Black- Scholes option pricing model. Outstanding stock option awards may be dilutive to earnings per share when they are in the money (i.e. the market price of the Company’s stock is greater than the strike price of the option). When an option is dilutive, it increases the number of shares used in the diluted earnings per share calculation which will decrease earnings per share. However, the effect stock options have on the number of shares added to the diluted earnings in not one-for-one. The average amount of unrecognized compensation expense (the portion of the fair value of these option awards not yet amortized) and the market price of the Company’s stock during the reporting period affect how many of these potential shares are included in the calculation. The calculation assumes that proceeds received from the exercise and the unrecognized compensation expense are used to buy back shares, which reduces the dilutive impact. As of March 31, 2018, the options had an intrinsic value of approximately $1.7 million. On January 2, 2018, the Company granted 100,000 stock options each, 300,000 options in total, to its President, Chief Executive Officer and former Chief Financial Officer with an exercise price of $5.01 per share vesting monthly over one year. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $689,000 on the grant date that was calculated using the Black-Scholes option-pricing model. On January 2, 2018, the Company granted 200,000 stock options to its Chief Operating Officer with an exercise price of $5.01 per share vesting monthly over one year. The expiration date of these options is five years from the grant date. These options had a fair value of approximately $459,000 on the grant date that was calculated using the Black-Scholes option-pricing model. On February 14, 2018, the Company granted an aggregate of 367,500 stock options in total to its employees with an exercise price of $5.40 per share vesting quarterly over four years. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $998,000 on the grant date that was calculated using the Black-Scholes option-pricing model. On March 19, 2018, the Company granted 35,000 stock options to its Chief Financial Officer with an exercise price of $4.00 per share vesting monthly over one year. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $65,000 on the grant date that was calculated using the Black-Scholes option-pricing model. On March 29, 2018, the Company granted 25,000 stock options to one of its Board of Directors with an exercise price of $4.06 per share vesting quarterly over one year. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $47,000 on the grant date that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for options granted during the three months ended March 31, 2018 include: (1) discount rate of 2.01% – 2.45% (2) expected life of 3 – 3.75 years, (3) expected volatility of 66% – 68%, and (4) zero expected dividends. Warrants Following is a summary of the warrants activities during the three months ended March 31, 2018: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2017 870,717 $ 7.7 2.15 Granted - Outstanding, March 31, 2018 870,717 $ 7.7 1.90 Exercisable, March 31, 2018 820,717 $ 7.7 1.75 On November 7, 2014, the Company issued to Vert Capital and a consultant five-year warrants to purchase 796,813 and 23,904, shares of our Class A common stock respectively, at an exercise price, equal to 110% of the initial per share offering price ($7.70). Effective as of October 12, 2016, and as a result of Adam Levin and Michael Pope no longer being employed at Vert Capital, Boxlight Parent cancelled the Vert Capital warrants and reissued 597,610 and 199,203 warrants under the same terms to Dynamic Capital, LLC an entity associated with Adam Levin and to Canaan Parish, LLC, an entity associated with Michael Pope. These warrants expire on December 31, 2019. Among other provisions, such warrants contain “cashless” exercise rights, certain warrant coverage provision and net cash settlement rights in the case of Dynamic’s warrants. The holders of the warrants are entitled to receive additional warrants to purchase up to 20% of the number of shares of Class A common stock in connection with a qualified equity or acquisition event as defined in the agreement. These warrants had a fair value of $2,087,840 on measurement date using the Black-Scholes option-pricing Model and were immediately exercisable upon the closing of IPO. On November 7, 2014, the Company granted a warrant to a consultant for services to purchase an aggregate of 23,904 shares of common stock with an exercise price equal to 110% of the price per share of the Company’s IPO ($7.70). The warrant expires on December 31, 2019. The warrant had a fair value of $62,634 on measurement date using Black-Scholes option-pricing Model and was immediately exercisable upon the closing of IPO. In November 2017, the Company granted warrants to its placement agents for the IPO to purchase an aggregate of 50,000 shares of common stock with an exercise price at $7.70 price per share of the Company’s IPO. These warrants expire on August 29, 2022. These warrants had a fair value of $192,591 on grant date using Black-Scholes option-pricing Model and will be exercisable on August 29, 2018. Variables used in the Black-Scholes option-pricing model for warrants granted during the year ended December 31, 2017 include: (1) discount rate of 1.78% – 2.14% (2) expected life of 2.08 – 4.75 years, (3) expected volatility of 69% – 71%, and (4) zero expected dividends. As of December 31, 2017, the warrants had an intrinsic value of $0. Stock compensation expense For the three months ended March 31, 2018 and 2017, the Company recorded the following stock compensation expense: 2018 2017 Stock options $ 496,688 $ 47,165 Total stock compensation expense $ 496,688 $ 47,165 As of March 31, 2018, there was approximately $2.8 million of unrecognized compensation expense related to unvested options, which will be amortized over the remaining vesting period. Of that total, approximately $1.5 million is estimated to be recorded as compensation expense in the remaining nine-months of 2018. | NOTE 14 – SHARE-BASED COMPENSATION On September 19, 2014, the Board approved the Company’s 2014 Stock Option Plan. The total number of underlying shares of the Company’s Class A common stock available for grant to directors, officers, key employees, and consultants of the Company or a subsidiary of the Company under the plan is 2,390,438 shares. Grants made under this plan must be approved by the Company’s Board of Directors. As of December 31, 2017, the Company had 1,577,864 shares reserved for issuance under the plan. In 2018, the Board of Director approved to increase shares available for grant by 300,000 shares to 2,690,438 shares. The increase is not finalized and subject to shareholders’ approvals. Stock Options Under our stock option program, an employee receives an award that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediate to 4-year vesting period and expire 5 years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options have no financial statement effect on the date they are granted but rather are reflected over time through recording compensation expense and increasing shareholder’s equity. We record compensation expense based on the estimated fair value of the awards that vest and that amount is amortized as compensation expense on a straight- line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting. Following is a summary of the option activities during the years ended December 31, 2017 and 2016: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2015 729,434 $ 0.12 Granted 120,971 $ 0.13 Outstanding, December 31, 2016 850,405 $ 0.08 * 7.58 Granted 374,542 $ 6.39 Exercised (291,402 ) $ 0.0001 Cancelled (120,971 ) $ 0.12 Outstanding, December 31, 2017 812,574 $ 3.01 5.64 Exercisable, December 31, 2017 396,596 $ 0.57 6.42 * Adjusted due to the change of exercise price of options issued to its Chief Financial Officer effective November 1, 2016. The Company estimates the fair value of each stock option award on the date of grant using a Black- Scholes option pricing model. Outstanding stock option awards may be dilutive to earnings per share when they are in the money (i.e the market price of the Company’s stock is greater than the strike price of the option). When an option is dilutive, it increases the number of shares used in the diluted earnings per share calculation which will decrease earnings per share. However, the effect stock options have on the number of shares added to the diluted earnings in not one-for-one. The average amount of unrecognized compensation expense (the portion of the fair value of these option awards not yet amortized) and the market price of the Company’s stock during the reporting period affect how many of these potential shares are included in the calculation. The calculation assumes that proceeds received from the exercise and the unrecognized compensation expense are used to buy back shares, which reduces the dilutive impact. As of December 31, 2017, the options had an intrinsic value of $2,097,415. Issuances in 2017: On April 4, 2017, the Company granted options to purchase 18,000 shares of Series A common stock at $5.60 per share to its then controller, currently Chief Financial Officer, for services. These options vest in 4 years and commenced in the quarter ended June 30, 2017 and expire 5 years from the date of grant. The options had a fair value of approximately $7,000 on the grant date that was calculated using the Black-Scholes option-pricing model. In November 2017, the Company granted options to purchase 29,200 options at $0.0001 per share to its former Chief Financial Officer for services. These options vested immediately and expire 5 years from the date of grant. The options had a fair value of approximately $204,000 on the grant date that was calculated using the Black-Scholes option-pricing model. In November 2017, the Company granted options to purchase 37,829 options at $7.00 per share to its former Chief Operating Officer for services. These options vest in 3 years and expire 5 years from the date of grant. The options had a fair value of approximately $126,000 on the grant date that was calculated using the Black-Scholes option-pricing model. In November 2017 and pursuant to Boxlight Group’s acquisition agreement with EDI, the Company granted options to purchase 185,018 options at $7.00 per share to its Boxlight Group’s employees. These options vest in 4 years and expire 5 years from the date of grant. The options had fair value of approximately $634,000 on grant date that was calculated using the Black-Scholes option-pricing model. In November 2017, the Company granted options to purchase 4,495 options at $7.00 per share to one of its employees for services. These options vest in 4 years and expire 5 years from the date of grant. The options had a fair value of approximately $15,000 on the grant date that was calculated using the Black-Scholes option-pricing model. In November 2017, the Company granted options to purchase 100,000 options at $7.00 per share to two directors for services. These options vest in 1 year and expire 5 years from the date of grant. The options had a fair value of approximately $319,000 on the grant date that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for options granted during the year ended December 31, 2017 include: (1) discount rate of 1.47% – 1.90% (2) expected life of 2.5 – 3.75 years, (3) expected volatility of 65% – 69%, and (4) zero expected dividends. Issuances in 2016: On May 13, 2016, the Company granted options to purchase 120,971 shares of Class A common stock at $0.12 per share to an employee for services. These options vest in four years and commenced in the quarter ended June 30, 2016 and expire 5 years from the date of grant. The options have a fair value of $109,000 that was calculated using the Black-Scholes option-pricing model. These options were canceled in 2017 pursuant to the termination of employment agreement. On November 1, 2016, the Company entered into an amended employment agreement with its prior Chief Financial Officer, which amended the exercise price of the 291,402 options granted from $0.13 to $0.0001 per share. The options vesting term was changed to (i) 50% of the remaining unvested options shall vest immediately following the agreement, (ii) all remaining unvested options shall vest on March 31, 2017. Pursuant to the amendment of employment agreement, the fair value of options granted was changed to approximately $484,000 using the Black-Scholes option-pricing model. In 2017, the officer exercised the options and the Company issued 291,402 shares to the officer and received $29 cash. Variables used in the Black-Scholes option-pricing model for options granted during the year ended December 31, 2016 include: (1) discount rate of 0.97 - 0.99% (2) expected life of 3.75 to 3.96 years, (3) expected volatility range of 66 to 69%, and (4) zero expected dividends. Warrants Following is a summary of the warrants activities during the years ended December 31, 2017 and 2016: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2015 820,717 $ 7.7 4.00 Granted - $ - Outstanding, December 31, 2016 820,717 $ 7.7 3.00 Granted 50,000 $ 7.7 Outstanding, December 31, 2017 870,717 $ 7.7 2.15 Exercisable, December 31, 2017 820,717 $ 7.7 2.00 On November 7, 2014, the Company issued to Vert Capital and a consultant five-year warrants to purchase 796,813 and 23,904, shares of our Class A common stock respectively, at an exercise price, equal to 110% of the initial per share offering price ($7.70). Effective as of October 12, 2016, and as a result of Adam Levin and Michael Pope no longer being employed at Vert Capital, Boxlight Parent cancelled the Vert Capital warrants and reissued 597,610 and 199,203 warrants under the same terms to entities associated with Adam Levin and to Michael Pope, respectively. These warrants expire on December 31, 2019. Among other provisions, such warrants contain “cashless” exercise rights and prohibit the holder from selling any of the shares issuable upon exercise of such warrants for a period of not less than nine months from the date of issuance. These warrants had a fair value of $2,087,840 on measurement date using the Black-Scholes option-pricing Model and were immediately exercisable upon the closing of the IPO. On November 7, 2014, the Company granted a warrant to a consultant for services to purchase an aggregate of 23,904 shares of common stock with an exercise price equal to 110% of the price per share of the Company’s IPO ($7.70). The warrant expires on December 31, 2019. The warrant had a fair value of $62,634 on measurement date using Black-Scholes option-pricing Model and was immediately exercisable upon the closing of the IPO. In November 2017, the Company granted warrants to its placement agents for the IPO to purchase an aggregate of 50,000 shares of common stock with an exercise price at $7.70 price per share of the Company’s IPO. These warrants expire on August 29, 2022. These warrants had a fair value of $192,591 on grant date using Black-Scholes option-pricing Model and will be exercisable on August 29, 2018. Variables used in the Black-Scholes option-pricing model for warrants granted during the year ended December 31, 2017 include: (1) discount rate of 1.78% – 2.14% (2) expected life of 2.08 – 4.75 years, (3) expected volatility of 69% – 71%, and (4) zero expected dividends. As of December 31, 2017, the warrants had an intrinsic value of $0. Stock compensation expense For the years ended December 31, 2017 and 2016, the Company recorded the following stock compensation expense: 2017 2016 Stock options $ 788,196 $ 464,321 Warrants 2,150,474 - Class A common stock grants 1,302,000 - Total stock compensation expense $ 4,240,670 $ 464,321 As of December 31, 2017, there was $1,025,157 of unrecognized compensation expense related to unvested options, which will be amortized over the remaining vesting period. Of that total, approximately $499,000 is estimated to be recorded as compensation expense in 2018. |
Other Related Party Transaction
Other Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Other Related Party Transactions | NOTE 13 – OTHER RELATED PARTY TRANSACTIONS Management Agreement Effective November 30, 2017, the Company entered into a management agreement with Dynamic Capital, LLC, a Delaware limited liability company owned by the AEL Irrevocable Trust and managed by Adam Levin (“Dynamic Capital”). Pursuant to the agreement, Dynamic Capital shall perform consulting services for the Company relating to, among other things, sourcing and analyzing strategic acquisitions and introductions to various financing sources. Dynamic Capital shall receive a management fee payable in cash equal to 1.125% of total consolidated net revenues for the fiscal years ended December 31, 2017 and 2018, payable in monthly installments. The annual fee is subject to a cap of $750,000 in each of 2017 and 2018. At its option, Dynamic Capital may defer payment until the end of each year and receive payment in the form of shares of Class A common stock of the Company. Dynamic Capital agreed it would not, nor would it permit any of its affiliates, members, officers or associates, including the AEL Irrevocable Trust, to purchase, sell or otherwise trade in any share of Boxlight common stock during the term of the Agreement. On May 17, 2018, Boxlight and Dynamic Capital entered into an amended management agreement whereby the restriction on purchase, sale or trading in Boxlight common stock was lifted, and the parties acknowledged that Dynamic Capital, LLC was, in fact, owned by Adam Levin. As of March 31, 2018, and December 31, 2017, the Company had a payable of $94,998 and $35,632, respectively, pursuant to the agreement. On January 31, 2018, the Company entered into a management agreement with an entity owned and controlled by our President and Director, Michael Pope. Effective as of the first day of the same month that Mr. Pope’s employment with the Company shall terminate, and for a term of 13 months, Mr. Pope shall provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services. As consideration for the services provided, the Company shall pay a management fee equal to 0.375% of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $250,000 in any calendar year. At his option, Mr. Pope may defer payment until the end of each year and receive payment in the form of shares of Class A common stock of the Company. Sales and Purchases - EDI Everest Display Inc. (“EDI”), an affiliate of the Company’s major shareholder K-Laser, is a major supplier of products to the Company. For the three months ended March 31, 2018 and 2017, the Company had purchases of $1,926,324 and $1,307,918, respectively, from EDI. For the three months ended March 31, 2018 and 2017, the Company had sales of $5,100 and $0, respectively, to EDI. As of March 31, 2018, and December 31, 2017, the Company had accounts payable of approximately of $4,611,000 and $4,325,000, respectively, to EDI. | NOTE 15 – OTHER RELATED PARTY TRANSACTIONS Management Agreements On July 15, 2015, the Company entered into a management agreement with VC2 Advisors LLC, a Delaware limited liability company, in which Michael Pope, our President and Director, was a manager. VC2 Advisors is owned by Sugar House Trust and AEL Irrevocable Trust, trusts established for the benefit of the families of Michael Pope and Adam Levin. Pursuant to the agreement, VC2 shall perform consulting services for the Company relating to, among other things, sourcing and analyzing strategic acquisitions and introductions to various financing sources. VC2 shall receive an annual management fee payable in cash equal to 1.5% of total consolidated revenues at the end of each fiscal year ended December 31, 2016, 2017 and 2018, payable in monthly installments, commencing as of the date of the Company’s IPO. The annual fee is subject to a cap of $1,000,000 in each of 2016, 2017 and 2018. At its option, VC2 may also defer payment until the end of each year, payable as an option to purchase shares of Class A common stock of the Company, at a price per share equal to 100% of the closing price of the Company’s Class A common stock as traded on Nasdaq or any other national securities exchange as of December 31 of such year in question. Effective October 12, 2016, as a result of Adam Levin and Michael Pope no longer being employed at VC2, the consulting agreement with VC2 was terminated. Subsequently, the Company entered into new consulting agreements on identical terms with other entities which now employ Michael Pope and Adam Levin. As of December 31, 2017, the Company had a payable of $35,632 pursuant to these agreements. In 2018, as a result of Adam Levin and Michael Pope no longer working at VC2 Advisors, the Company canceled the VC2 Advisors agreement and entered into a new management agreement, with substantially the same terms, with Canaan Parish, LLC, an entity affiliated with Michael Pope. Sales and Purchases - EDI EDI, an affiliate of the Company’s major shareholder K-Laser, is a major supplier of products to the Company. For the years ended December 31, 2017 and 2016, the Company had purchases of approximately $5.3 and $2.8 million, respectively, from Everest Display Inc. For the years ended December 31, 2017 and 2016, the Company had sales of approximately $66,000 and $160,000, respectively, to Everest Display Inc. As of December 31, 2017 and 2016, the Company had accounts payable of approximately of $4,325,000 and $3,618,000, respectively, to Everest Display Inc. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 14 – COMMITMENTS AND CONTINGENCIES Litigation In July 2015, a supplier filed a lawsuit against the Company for outstanding payables owed by the Company of approximately $72,000. In February 2016, the supplier and the Company agreed to settle the indebted balance for $43,000 provided that the Company pays on or before March 16, 2016. The Company failed to make the payment and the judgement amount was therefore increased to approximately $70,000 plus interest and court costs of approximately $2,300. The Company is currently negotiating new terms with the supplier. On January 29, 2018, the Company entered into a Compromise Settlement and Release Agreement with the supplier, where the Company agreed to settle the indebted balance for $39,000. On January 30, 2018 the Company paid the settlement in full and received a release from the Court. The Company recorded a gain from the settlement of approximately $26,000. On April 2017, a Garnishment Action was filed by Asahi Net, Inc. (“Asahi”) against Vert. Asahi was seeking to garnish funds in the amount of $2,180,881. The Company was listed as a garnishee in the Action because Vert had loaned money to the Company. The Company had already paid Vert in full satisfaction of the loan. On March 1, 2018, the Company was served a claim under the Georgia Uniform Voidable Transactions Act by Asahi, which was seeking to void transactions between the Company and Vert. The Company disputed these allegations. On April 26, 2018, Asahi filed a Notice of Dismissal for both the Garnishment Action as well as the claim under the Georgia Uniform Voidable Transactions Act. On June 1, 2017, the Company was served with a lawsuit from Skyview seeking judgment on the $1,460,508 outstanding balance due under the currently defaulted Skyview Note, plus accrued interest thereon, and also seeking to foreclose on the assets of Mimio that is now owned and operated by our Boxlight, Inc. The Company paid off the $1,460,508 outstanding balance in November 2017. Skyview filed a request for additional attorney fees in the amount of $67,826. On March 14, 2018, the Company satisfied the claim and the acknowledgement of satisfaction of judgement was received on March 21, 2018 from the Court. Operating Lease Commitments The Company leases two offices under non-cancelable lease agreements. The leases provide that the Company pays only a monthly rental and is not responsible for taxes, insurance or maintenance expenses related to the property. Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to March 31, 2018 are as follows: Year ending December 31, Amount 2018 $ 197,700 2019 40,400 Net Minimum Lease Payments $ 238,100 The Company also has another office lease on a month-to-month basis. For the three months ended March 31, 2018 and 2017, aggregate rent expense was approximately $67,000 and $98,000, respectively. | NOTE 16 – COMMITMENTS AND CONTINGENCIES Litigation In July 2015, a supplier filed a lawsuit against the Company for outstanding payables owed by the Company of approximately $72,000. In February 2016, the supplier and the Company agreed to settle the indebted balance for $43,000 provided that the Company pays on or before March 16, 2016. The Company failed to make the payment and the judgement amount was therefore increased to approximately $70,000 and with interest and court costs of approximately $2,300. The Company is currently negotiating new terms with the supplier. On January 29, 2018, the Company entered into a Compromise Settlement and Release agreement with the supplier, where the Company agreed to settle the indebted balance for $39,000. On January 30, 2018 the Company paid the settlement in full and is currently waiting for a release from the Court. On April 2017, a Garnishment Action was filed by Asahi Net, Inc. (“Asahi”) against Vert. Asahi is seeking to garnish funds in the amount of $2,180,881. The Company is listed as a garnishee in the Action because Vert had loaned money to the Company. The Company has already paid Vert in full satisfaction of the loan. The Garnishment Action is currently in the discovery phase where the Company disputes Asahi’s allegations. The outcome is unknown but likely to be favorable to the Company. On March 1, 2018, the Company was served a claim under the Georgia Uniform Voidable Transactions Act by Asahi, which is seeking to void transactions between the Company and Vert. The Company disputes these allegations. The outcome is unknown, but likely to be favorable to the Company. On June 1, 2017, the Company was served with a lawsuit from Skyview seeking judgment on the $1,460,508 outstanding balance due under the currently defaulted Skyview Note, plus accrued interest thereon, and also seeking to foreclose on the assets of Mimio that is now owned and operated by our Boxlight Inc. The Company paid off the $1,460,508 outstanding balance in November 2017. Skyview filed a request for additional attorney fees in the amount of $67,826. On March 14, 2018, the Company satisfied the claim and is currently waiting for the release in full from the Court. Operating Lease Commitments The Company leases two office spaces under non-cancelable lease agreements. The leases provide that the Company pays only a monthly rental and is not responsible for taxes, insurance or maintenance expenses related to the property. Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to December 31, 2017 are as follows: Year ending December 31, Amount 2018 $ 265,050 2019 60,600 2020 - Net Minimum Lease Payments $ 325,650 The Company also has another office lease on a month-to-month basis. For the twelve months ended December 31, 2017 and 2016, aggregate rent expense was approximately $274,950 and $286,999, respectively. |
Customer and Supplier Concentra
Customer and Supplier Concentration | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | ||
Customer and Supplier Concentration | NOTE 15 – CUSTOMER AND SUPPLIER CONCENTRATION Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. The Company’s revenues were concentrated among few customers for the three months ended March 31, 2018: Customer Total revenues from the customer to total revenues for the three months ended March 31, 2018 Accounts receivable (deferred revenue) from the customer as of March 31, 2018 (rounded to 000’s) 1 13 % $ 45,000 2 12 % $ (111,000 ) 3 11 % $ 654,000 The loss of the significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition. The Company’s purchases were concentrated among few vendors for the three months ended March 31, 2018: Vendor Total purchases from the vendor to total purchases for the three months ended March 31, 2018 Accounts payable (prepayment) to the vendor as of March 31, 2018 (rounded to 000’s) 1* 44 % $ 4,611,000 2 29 % $ (7,000 ) * EDI, a related party. See note 13. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive. | NOTE 17 – CUSTOMER AND SUPPLIER CONCENTRATION Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. The Company’s revenues were concentrated among few customers for the years ended December 31, 2017 and 2016: Customer Total revenues from the customer to total revenues for the year ended December 31, 2017 Accounts receivable from the customer as of December 31, 2017 (rounded to 000) Total revenues from the customer to total revenues for the year ended December 31, 2016 Accounts receivable from the customer as of December 31, 2016 (rounded to 000) 1 12 % $ 372,000 13 % $ 11,917 2 11 % $ 634,000 1 % $ 162,300 The loss of the significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition. The Company’s purchases were concentrated among few vendors for the years ended December 31, 2017 and 2016: Vendor Total purchases from the vendor to total purchases for the year ended December 31, 2017 Accounts payable (prepayment) to the vendor as of December 31, 2017 (rounded to 000) Total purchases from the vendor to total purchases for the year ended December 31, 2016 Accounts payable (prepayment) to the vendor as of December 31, 2016 (rounded to 000) 1 37 % $ (61,000 ) 2 % $ (229,000 ) 2* 34 % $ 4,325,000 32 % $ 3,618,000 * EDI, a related party. See note 15. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 16 – SUBSEQUENT EVENTS In April 2018, the Company issued 5,000 warrants to purchase the Company’s Class A common stock to a consultant. The warrants have an exercise price of $4.76 per share, expire 5 years after the grant date and vest over 4 years. On May 9, 2018, the Company acquired 100% of Cohuborate, Ltd., a developer of touch display technology based in the United Kingdom, for 257,200 shares of the Company’s Class A common stock and $100 British pound sterling. The Company will account for the acquisition using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. On May 16, 2018, the Company entered into an unsecured promissory note agreement for $500,000 with a third-party lender. The note bears an interest rate of 7% and matures on February 16, 2019. In addition, as additional interest, the Company issued 5,715 shares of its Class A common stock to the lender. If the Company fails to pay the note on the maturity date, the note may be converted into its Class A common stock at a price of $4.00 per share at the option of the holder. In connection with securities issuances from qualified equity financings and acquisition events following Boxlight Parent’s initial public offering, Dynamic Capital and Canaan Parish were entitled to receive additional warrants to purchase up to 219,866 and 66,146 shares of common stock, respectively, at exercise prices ranging from $5.58 to $9.84 per share of the Company’s Class A common stock. If issued, these additional warrants expire on December 31, 2019. Effective as of May 31, 2018, with the consent of Canaan Parish and a consultant, the Company cancelled and terminated warrants previously issued and issuable to Canaan Parish and a consultant. From April to June 2018, the Company issued 2,125 shares to Tysadco Partners for monthly professional services rendered. In June 2018, Mark Elliott, the Company’s Chief Executive Officer, agreed to amend the Company’s $50,000 note payable to Mr. Elliott by eliminating the conversion provision of the note. On June 21, 2018, the board of directors authorized the issuance of warrants to purchase 270,000 and 25,000 shares of Class A common stock to Canaan Parish and a consultant, respectively, for future advisory services. The warrants are each (a) exercisable by the holders only after October 1, 2018 (b) expire on December 31, 2021 and (c) are exercisable at a price of $6.00 per share. The exercise price is adjustable pursuant to lower revaluation events as defined in the agreement. On June 22, 2018, the Company acquired 100% of Qwizdom, Inc and its subsidiary Qwizdom UK Limited (collectively the “Qwizdom Companies”). The Qwizdom Companies develop software and hardware solutions that are quick to implement and designed to increase participation, provide immediate data feedback, and accelerate and improve comprehension and learning. The purchase price included (1) $410,000 in cash, (2) a 8% note for $656,000, (3) 142,857 shares of Boxlight Class A common stock and (4) a maximum $410,000 earnout based on future consolidated revenues as defined in the agreement. The Company will account for the acquisition using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. As part of the transaction, Qwizdom entered into a three-year employment agreement with Darin Beamish, its chief executive officer, and Qwizdom UK entered into a three-year employment agreement with Dermot Sweeney, its President. In addition, we agreed and granted options to Mr. Sweeney and Mr. Beamish to purchase 40,000 and 20,000 shares, respectively, of Boxlight Class A common stock. These options have an exercise price of $5.78 per share, expire after 10 years from the grant date and vest through 4 years. | NOTE 18 – SUBSEQUENT EVENTS On January 2, 2018, the Company granted 100,000 stock options each to its President, Chief Executive Officer and former Chief Financial Officer with an exercise price of $5.01 per share vesting monthly over one year. The expiration date is five years from the grant date. On January 2, 2018, the Company granted 200,000 stock options each to Hank Nance, Chief Operating Officer, with an exercise price of $5.01 per share vesting monthly over one year. The expiration date is five years from the grant date. On January 8, 2018, K Laser purchased 60,000 shares of common stock at $7.00 per share. On February 14, 2018, the Company granted 367,500 employee stock options with an exercise price of $5.40 per share vesting quarterly over four years. The expiration date is five years from the grant date. On March 19, 2018, the Company granted 35,000 stock options to Takesha Brown, Chief Financial Officer, with an exercise price of $4.00 per share vesting monthly over one year in accordance with the terms of her employment agreement. The expiration date is five years from the grant date. On March 20, 2018, Sheri Lofgren, the former Chief Financial Officer, exercised 29,200 stock options at par value and issued payment of $3. |
Organization and Significant 25
Organization and Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
The Company | THE COMPANY Boxlight Corporation (the “Company” or “Boxlight Parent”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. In 2016, the Company acquired Boxlight, Inc., Boxlight Latinoamerica, S.A. DE C.V. (“BLA”) and Boxlight Latinoamerica Servicios, S.A. DE C.V. (“BLS”) (together, “Boxlight Group”), Mimio LLC (“Mimio”) and Genesis Collaboration, LLC (“Genesis”). The Company currently designs, produces and distributes interactive technology solutions to the education market. | THE COMPANY Boxlight Corporation (the “Company” or “Boxlight Parent”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. Boxlight Inc., Boxlight Latinoamerica, S.A. DE C.V. (“BLA”) and Boxlight Latinoamerica Servicios, S.A. DE C.V. (“BLS”) (together, “Boxlight Group”) were incorporated on July 11, 2009, October 17, 2002 and October 17, 2002, respectively. The Boxlight Group is involved principally in the distribution of interactive projectors and integrated solutions that enhance learning and enable people to collaborate with each other in innovative and effective ways. On July 18, 2016, the Company acquired Boxlight Group. Boxlight Group was previously wholly owned by Everest Display Inc., a manufacturing company in Taiwan. In May 2016, Everest Display Inc. agreed to sell all of its ownership in Boxlight Group to the Company. Mimio LLC (“Mimio”) was formed in Delaware on July 1, 2013. Mimio designs, develops and sells interactive classroom technology products, of which Mimio owns most of the design and performance patents, and which are manufactured by contract manufacturers in Hong Kong and China. Mimio also purchases and sells other non-proprietary products such as classroom projectors and flat panel displays as an original equipment manufacturer (“OEM”) from manufacturers in China and Taiwan. The primary market for Mimio’s products is classrooms K-12. All of the products are integrated in the classroom through Mimio’s award winning operating software “Mimio Studio.” Mimio’s products are distributed globally through a network of value added resellers (“VARs”) in the U.S. and Canada, and through master distributors in the rest of the world. On November 4, 2015, Mimio was acquired by Mim Holdings, Inc. (“Mim Holdings”), a Delaware corporation wholly-owned by Marlborough Trust. Marlborough Trust was established for the benefit of members of the families of Adam Levin and Michael Pope, our President and Director. On April 1, 2016, Boxlight Parent acquired 100% of the membership interests in Mimio from Mim Holdings. Genesis Collaboration, LLC (“Genesis”) was formed as a limited liability company in September 2011 in Atlanta, Georgia, to provide solutions that enhance interactive learning in the business, government, and education markets. Genesis is a technology provider that facilitates effective communication in schools, training facilities and workplaces around the world. Genesis offers a wide range of integrated products that change the way individuals collaborate and learn. In the classroom, Genesis offers a wide range of integrated interactive solutions that transform the way teachers deliver lessons and assess progress. Genesis’ products include interactive whiteboard systems, interactive tables, interactive and standard projectors, audio systems, data loggers, software, assessment and student response systems. On October 31, 2013, Vert Capital’s subsidiary acquired all of the outstanding membership interests of Genesis. On May 12, 2016, the Company acquired Genesis from Vert Capital. Effective August 1, 2016, Genesis was merged into Boxlight Inc. |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Boxlight Corporation, Boxlight Group, Mimio and Genesis. Transactions and balances among Boxlight Corporation, Boxlight Group, Mimio and Genesis have been eliminated. The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K. | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Acquisitions from Vert Capital and Mim Holdings are considered common control transactions. When businesses acquired from Vert Capital and Mim Holdings were consolidated by us, they were accounted for as if the transfer had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. The acquisitions of Mimio and Genesis were transfers of businesses between entities under common control. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired entities prior to the effective dates of such acquisitions. The information prior to the Company’s incorporation on September 18, 2014 represents the historical results of Genesis as Genesis was first controlled by Vert Capital and determined to be our predecessor entity for accounting purposes. The financial information for Mimio has been included in the Company’s consolidated financial statements beginning on November 4, 2015 when Mimio was acquired by Mim Holdings Boxlight Group was acquired by the Company on July 18, 2016. The acquisition of Boxlight Group was accounted for under the acquisition method of accounting. See Note 3— Acquisitions, for additional information. The accompanying consolidated financial statements include the accounts of Boxlight Corporation, Boxlight Group, Mimio and Genesis. Transactions and balances among Boxlight Corporation, Boxlight Group, Mimio and Genesis have been eliminated. The assets and liabilities of Mimio and Genesis in these financial statements have been reflected on a historical cost basis because the transfers of Mimio and Genesis to the Company are considered common control transactions. When the Company acquired Mimio and Genesis, the Company, Mimio and Genesis were under direct or indirect control of Vert Capital. The accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) |
Estimates and Assumptions | ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Significant estimates include estimates of allowances for bad debts, inventory obsolescence, initial valuations and recoverability of intangible assets including goodwill, stock compensation, and estimates for contingent liabilities related to debt obligations and litigation matters. | ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Significant estimates include estimates of allowances for bad debts, inventory obsolescence, initial valuations and recoverability of intangible assets including goodwill, stock compensation, fair values of assets acquired and estimates for contingent liabilities related to debt obligations and litigation matters. |
Foreign Currencies | FOREIGN CURRENCIES The Company’s functional currency is the U.S. dollar. BLA and BLS’s functional currency is the Mexican Peso. The Company translates their financial statements from their functional currencies into the U.S. dollar. An entity’s functional currency is the currency of the primary economic environment in which it operates and is generally the currency in which the business generates and expends cash. BLA and BLS, whose functional currency is the Mexican Peso, translate their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the period. Translation adjustments are included in accumulated other comprehensive loss, a separate component of equity (deficit). Foreign exchange gains and losses included in net income result from foreign exchange fluctuations on transactions denominated in a currency other than an entity’s functional currency. | FOREIGN CURRENCIES The Company’s functional currency is the U.S. dollar. BLA and BLS’s functional currency is the Mexican Peso. The Company translates their financial statements from their functional currencies into the U.S. dollar. An entity’s functional currency is the currency of the primary economic environment in which it operates and is generally the currency in which the business generates and expends cash. BLA and BLS, whose functional currency is the Mexican Peso, translate their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the year. Translation adjustments are included in accumulated other comprehensive income (loss), a separate component of equity (deficit). Foreign exchange gains and losses included in net income result from foreign exchange fluctuations on transactions denominated in a currency other than an entity’s functional currency. |
Acquisition of Boxlight Group | Acquisition OF BOXLIGHT GROUP The financial statements include the operations of Boxlight Group after the completion of the acquisition on July 18, 2016. We accounted for the acquisition of Boxlight Group using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. The estimated fair values of assets acquired and liabilities assumed were determined based on management’s best estimates. Preliminary estimated fair values are subject to measurement period adjustments which represent updates made to the preliminary purchase price allocation based on revisions to valuation estimates in the interim period subsequent to the acquisition and initial accounting date up until the purchase price allocation is finalized which cannot be any later than one year from the acquisition date. | |
Common Control Transactions | Common control transactions Businesses acquired from Vert Capital are accounted for as common control transactions whereby the net assets (liabilities) acquired (assumed) are combined with the Company’s at their historical carrying value. Any difference between carrying value and recognized consideration is treated as a capital transaction. Cash received from the acquired entities is presented as an investing activity in our consolidated statement of cash flows. | |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $250,000 for banks located in the U.S. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any rick of loss on its cash bank accounts. | CASH AND CASH EQUIVALENTS The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $250,000 for banks located in the U.S. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any rick of loss on its cash bank accounts. |
Accounts Receivable and Allowance for Doubtful Accounts | ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. Allowance for doubtful accounts represents management’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required. | ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. Allowance for doubtful accounts represents management’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required. |
Inventories | INVENTORIES Inventories are stated at the lower of cost or net realizable value and included spare parts and finished goods. Inventories are primarily determined using the specific identification method and the first-in, first-out (“FIFO”) cost method. Cost includes direct cost from the contract manufacturer (“CM”) or original equipment from manufacturer (“OEM”), plus material overhead related to the purchase, inbound freight and import duty costs. The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. | INVENTORIES Inventories are stated at the lower of cost or net realizable value and included spare parts and finished goods. Inventories are primarily determined using specific identification method and the first-in, first-out (“FIFO”) cost method. Cost includes direct cost from the CM or OEM, plus material overhead related to the purchase, inbound freight and import duty costs. The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment is stated at cost and depreciated using the straight-line method over the estimated life of the asset. Repairs and maintenance are charged to expense as incurred. | PROPERTY AND EQUIPMENT Property and equipment is stated at cost and depreciated using the straight-line method over the estimated life of the asset. Repairs and maintenance are charged to expense as incurred. |
Long - Lived Assets | LONG–LIVED ASSETS Long-lived assets to be held and used or disposed of other than by sale are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of its carrying amount or fair value less cost to sell. | LONG–LIVED ASSETS Long-lived assets to be held and used or disposed of other than by sale are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of its carrying amount or fair value less cost to sell. |
Intangible Assets | Intangible assets Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets and goodwill are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Goodwill is not amortized and is not deductible for tax purposes. | Intangible assets Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets and goodwill are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Goodwill is not amortized and is not deductible for tax purposes. |
Debt Discount and Debt Issuance Costs | DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discount is amortized over the term of the debt using the effective interest rate method. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. | |
Deferred Revenue | DEFERRED REVENUE Deferred revenue represents amounts collected for any extended warranty that is separately priced. The Company recognizes revenue from extended warranty contracts using the straight-line method over the estimated life of the product which is three years. | DEFERRED REVENUE Deferred revenue represents amounts collected for any extended warranty that is separately priced. The Company recognizes revenue from extended warranty contracts using the straight-line method over the estimated life of the product which is three years. |
Revenue Recognition | REVENUE RECOGNITION Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (“SPIFF”) paid to the value-added resellers (“VARs”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred. Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services. The Company evaluates the criteria outlined in FASB ASC Subtopic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned. The Company’s standard terms and conditions of sale do not allow for product returns and it generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations. The Company has warranty policy to provide 12 to 36 months warranty coverage on projectors, displays, accessories, batteries and computers except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 60-month warranty. The Company establishes a liability for estimated product warranty costs at the time product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit. The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive as marketing expense based on analyses of historical data. | REVENUE RECOGNITION Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (“SPIFF”) paid to the VARs. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred. Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services. The Company evaluates the criteria outlined in FASB ASC Subtopic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned. The Company’s standard terms and conditions of sale do not allow for product returns and it generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations. Before Mimio was acquired by the Company, it generally provided 24 to 60 months of warranty coverage on all of its products. Mimio product’s standard warranty period is 24 months, which can be extended to 60 months upon the end user “registering” their device on-line. The Company’s warranty provides for repair or replacement of the associated products during the warranty period. The Company does not record warranty cost upon sale, and instead conducts a quarterly review of the warranty liability reserve, and based on historical cost-to-trailing revenue history, will adjust up or down the warranty liability, with the offset to this adjustment posted to cost of revenue. After the acquisitions of Mimio, Genesis and Boxlight Group, the Company determined a new warranty policy to provide 12 to 36 months warranty coverage on projectors, displays, accessories, batteries and computers except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 60 month warranty. The Company establishes a liability for estimated product warranty costs at the time product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit. The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive as marketing expense based on analyses of historical data. |
Research and Development Expenses | RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are expensed as incurred and consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. | RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are expensed as incurred and consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. |
Income Taxes | INCOME TAXES An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | INCOME TAXES An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. |
Share-Based Compensation | SHARE-BASED COMPENSATION The Company estimates the fair value of each share-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as an addition to paid-in capital. | SHARE-BASED COMPENSATION The Company estimates the fair value of each share-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as an addition to paid-in capital. |
Subsequent Events | SUBSEQUENT EVENTS The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration. | SUBSEQUENT EVENTS The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration. |
New Accounting Pronouncements | NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. Since the company is an Emerging Growth Company, adoption is not required until 2019. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements. In February 2016, a pronouncement was issued by FASB that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. | NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements. In August 2014, the FASB issued ACU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management’s plans which may alleviate doubt regarding the Company’s ability to continue as a going concern. ASU 2014-15 is effective for years ending after December 15, 2016. The Company adopted this standard for the year ending December 31, 2016. There was no significant impact in the financial results. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU was effective for annual periods beginning after December 15, 2015. The Company adopted this guidance 2016. There was no significant impact in the financial results. In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements. In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company adopted this guidance for the year ending December 31, 2017. There was no significant impact in the financial results. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Business Acquisition Pro Forma Information | This information has been compiled from historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction already occurred or that may be achieved in the future. (in thousands) For the year ended December 31, 2016 Revenues $ 25,391 Cost of revenues (16,809 ) Operating expenses (11,240 ) Other incomes (expenses) (1,036 ) Income tax expense - Net loss $ (3,694 ) Net loss per common share $ (0.86 ) Weighted average outstanding common shares – basic and diluted 4,299,315 |
Schedule of Adjusted Pro Forma Expenses | In addition, the pro forma results of operations were adjusted for the following expenses: (in thousands) For the year ended December 31, 2016 Record amortization expense of intangible assets acquired from Boxlight Group $ 385 |
Mim Holdings [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | Upon acquisition by the Company, these amounts were recorded on the historical cost basis of Mim Holdings. Assets acquired: Current assets $ 6,677,842 Intangible assets 179,722 Goodwill 44,931 Total assets 6,902,495 Total liabilities (3,477,495 ) Net assets acquired $ 3,425,000 |
Boxlight Group [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table shows the purchase price, estimated acquisition-date fair values of the assets acquired and liabilities assumed and calculation of goodwill for Boxlight Group utilizing the information at acquisition date. Assets acquired: Current assets $ 5,737,836 Property and equipment 65,866 Intangible assets 7,000,000 Other assets 514,696 Goodwill 4,137,060 Total assets acquired 17,455,458 Total liabilities assumed (9,212,161 ) Net assets acquired $ 8,243,297 Consideration paid: Issuance of 270,000 shares of Series C preferred stock $ 8,828,353 Preexisting net payable to Boxlight Group (585,056 ) Total $ 8,243,297 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents held by the Company at December 31, 2017 and December 31, 2016 are summarized as follows: December 31, 2017 December 31, 2016 U.S. Dollars $ 2,007,423 $ 450,549 Mexican Pesos 2,902 5,953 Total $ 2,010,325 $ 456,502 |
Accounts Receivable - Trade (Ta
Accounts Receivable - Trade (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Receivables [Abstract] | ||
Schedule of Accounts Receivable | Accounts receivable consisted of the following at March 31, 2018 and December 31, 2017: 2018 2017 Accounts receivable - trade $ 3,855,064 $ 3,846,724 Allowance for doubtful accounts (250,306 ) (200,874 ) Allowance for sales returns and volume rebates (521,090 ) (555,918 ) Accounts receivable - trade, net of allowances $ 3,083,668 $ 3,089,932 | Accounts receivable consisted of the following at December 31, 2017 and 2016: 2017 2016 Accounts receivable - trade $ 3,846,724 $ 3,562,832 Allowance for doubtful accounts (200,874 ) (453,059 ) Allowance for sales returns and volume rebates (555,918 ) (165,819 ) Accounts receivable - trade, net of allowances $ 3,089,932 $ 2,943,954 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Inventories consisted of the following at March 31, 2018 and December 31, 2017: 2018 2017 Finished goods $ 3,691,197 $ 4,611,973 Spare parts 165,821 187,158 Reserves for inventory obsolescence (118,295 ) (172,562 ) Inventories, net $ 3,738,723 $ 4,626,569 | Inventories consisted of the following at December 31, 2017 and 2016: 2017 2016 Finished goods $ 4,611,973 $ 4,102,621 Spare parts 187,158 183,357 Reserves for inventory obsolescence (172,562 ) (121,862 ) Inventories, net $ 4,626,569 $ 4,164,116 |
Prepaid Expenses and Other Cu30
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at March 31, 2018 and December 31, 2017: 2018 2017 Prepayments to vendors $ 881,024 $ 295,448 Employee receivables - 6,203 Prepaid local taxes - 1,015 Prepaid and refundable income taxes 1,262 33,435 Prepaid insurance 122,832 - Prepaid licenses and other 222,877 51,905 Prepaid expenses and other current assets $ 1,227,995 $ 388,006 | Prepaid expenses and other current assets consisted of the following at December 31, 2017 and 2016: 2017 2016 Prepayments to vendors $ 295,448 $ 351,408 Employee receivables 6,203 3,571 Prepaid local taxes 1,015 16,385 Prepaid and refundable income taxes 33,435 30,879 Prepaid licenses and other 51,905 44,793 Prepaid expenses and other current assets $ 388,006 $ 447,036 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following at March 31, 2018 and December 31, 2017: Useful lives 2018 2017 Leasehold improvements 9-10 years $ 3,355 $ 3,355 Office equipment 3-5 years 21,341 21,341 Other equipment 5 years 42,485 42,485 Property and equipment, at cost 67,181 67,181 Accumulated depreciation (42,086 ) (37,429 ) Property and equipment, net of accumulated depreciation $ 25,095 $ 29,752 | Property and equipment consisted of the following at December 31, 2017 and 2016: Useful lives 2017 2016 Leasehold improvements 9-10 years $ 3,355 $ 3,355 Office equipment 3-5 years 21,341 21,341 Other equipment 5 years 42,485 42,485 Property and equipment, at cost 67,181 67,181 Accumulated depreciation (37,429 ) (7,141 ) Property and equipment, net of accumulated depreciation $ 29,752 $ 60,040 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets and Goodwill | Intangible assets and goodwill consisted of the following at March 31, 2018 and December 31, 2017: Useful lives 2018 2017 Patents 10 years $ 67,395 $ 67,395 Customer relationships 10 years 3,567,396 3,567,396 Trademarks 10 years 3,554,932 3,554,932 Intangible assets, at cost 7,189,723 7,189,723 Accumulated amortization (1,246,355 ) (1,063,165 ) Intangible assets, net of accumulated amortization $ 5,943,368 $ 6,126,558 Goodwill from acquisition of Mimio N/A $ 44,931 $ 44,931 Goodwill from acquisition of Boxlight N/A 4,137,060 4,137,060 $ 4,181,991 $ 4,181,991 | Intangible assets and goodwill consisted of the following at December 31, 2017 and 2016: Useful lives 2017 2016 Patents 10 years $ 67,395 $ 67,395 Customer relationships 10 years 3,567,396 3,567,396 Trademarks 10 years 3,554,932 3,544,931 Intangible assets, at cost 7,189,723 7,179,722 Accumulated amortization (1,063,165 ) (346,245 ) Intangible assets, net of accumulated amortization $ 6,126,558 $ 6,833,477 Goodwill from acquisition of Mimio N/A $ 44,931 $ 44,931 Goodwill from acquisition of Boxlight N/A 4,137,060 4,137,060 $ 4,181,991 $ 4,181,991 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | The following is a summary of our debt at March 31, 2018 and December 31, 2017 March 31, 2018 December 31, 2017 Short-term debt – third parties Note payable – AHA 125,000 250,000 Accounts receivable financing – Sallyport Commercial 694,960 502,449 Total short-term debt –third parties 819,960 752,449 Short-term debt – related parties Note payable – Logical Choice Corporation - Delaware 54,000 54,000 Convertible debt – related party Convertible note payable – Mark Elliott 50,000 50,000 Total debt $ 923,960 $ 856,449 | The following is debt at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Short-term debt – third parties Note payable – Skyview $ - $ 1,460,508 Note payable – AHA 250,000 610,783 Line of credit – Crestmark Bank - 720,291 Accounts receivable financing – Sallyport Commercial 502,449 - Total short-term debt –third parties 752,449 2,791,582 Short-term debt – related parties Line of credit – Vert Capital - 822,550 Note payable – Logical Choice Corporation - Delaware 54,000 54,000 Total short-term debt –related parties 54,000 876,550 Convertible debt – related party Convertible note payable – Mark Elliott 50,000 50,000 Long-term debt – related parties Note payable – Marlborough Trust - 2,040,183 Note payable - EDI - 2,020,602 Total notes payable – related parties - 4,060,785 Less: current portion - - Total long-term notes payable - 4,060,785 Total debt $ 856,449 $ 7,778,917 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Schedule of Deferred Revenue | Deferred revenue consisted of the following as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Balance, beginning of the period $ 1,302,717 $ 767,726 Additions 71,903 1,070,528 Amortization or earned (715,462 ) (535,537 ) Balance, ending of the period 659,158 1,302,717 Deferred revenue – short-term 483,243 1,127,423 Deferred revenue – long-term $ 175,915 $ 175,294 | Deferred revenue consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Balance, beginning of year $ 767,726 $ - Assumed from Boxlight Group - 761,622 Additions 1,070,528 259,744 Amortization (535,537 ) (253,640 ) Balance, ending of year 1,302,717 767,726 Deferred revenue – short-term 1,127,423 495,603 Deferred revenue – long-term $ 175,294 $ 272,123 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of the Provision for Income Taxes | The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows (rounded to nearest $000): 2017 2016 Income tax benefit computed at the statutory rate $ 2,554,000 $ 722,000 Stock compensation (1,484,000 ) (163,000 ) Non-deductible expenses (21,000 ) (25,000 ) Depreciation and amortization expenses (9,000 ) (4,000 ) Bad debt expense (31,000 ) (146,000 ) Others 12,000 144,000 Effect of U.S. tax law change (1,108,000 ) - Change in valuation allowance 87,000 (528,000 ) Provision for income taxes $ - $ - |
Schedule of Corporate Income Tax Rates | Significant components of the Company’s deferred tax assets after applying enacted corporate income tax rates are as follows (rounded to nearest $000): December 31, 2017 December 31, 2016 Depreciation and amortization expenses $ 8,000 $ 4,000 Bad debt expense 106,000 146,000 Others - 12,000 Net loss carrying forward 1,589,000 1,628,000 Valuation allowance (1,703,000 ) (1,790,000 ) Net deferred income tax assets $ - $ - |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Schedule of Stock Option Activities | Following is a summary of the option activities during the three months ended March 31, 2018: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2017 812,574 $ 3.01 5.64 Granted 927,500 $ 5.10 Exercised (29,200 ) $ 0.0001 Cancelled (4,495 ) $ 7.00 Outstanding, March 31, 2018 1,706,379 $ 4.19 5.10 Exercisable, March 31, 2018 573,955 $ 2.26 5.73 | Following is a summary of the option activities during the years ended December 31, 2017 and 2016: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2015 729,434 $ 0.12 Granted 120,971 $ 0.13 Outstanding, December 31, 2016 850,405 $ 0.08 * 7.58 Granted 374,542 $ 6.39 Exercised (291,402 ) $ 0.0001 Cancelled (120,971 ) $ 0.12 Outstanding, December 31, 2017 812,574 $ 3.01 5.64 Exercisable, December 31, 2017 396,596 $ 0.57 6.42 * Adjusted due to the change of exercise price of options issued to its Chief Financial Officer effective November 1, 2016. |
Schedule of Warrant Activity | Following is a summary of the warrants activities during the three months ended March 31, 2018: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2017 870,717 $ 7.7 2.15 Granted - Outstanding, March 31, 2018 870,717 $ 7.7 1.90 Exercisable, March 31, 2018 820,717 $ 7.7 1.75 | Following is a summary of the warrants activities during the years ended December 31, 2017 and 2016: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2015 820,717 $ 7.7 4.00 Granted - $ - Outstanding, December 31, 2016 820,717 $ 7.7 3.00 Granted 50,000 $ 7.7 Outstanding, December 31, 2017 870,717 $ 7.7 2.15 Exercisable, December 31, 2017 820,717 $ 7.7 2.00 |
Schedule of Stock Compensation Expenses | For the three months ended March 31, 2018 and 2017, the Company recorded the following stock compensation expense: 2018 2017 Stock options $ 496,688 $ 47,165 Total stock compensation expense $ 496,688 $ 47,165 | For the years ended December 31, 2017 and 2016, the Company recorded the following stock compensation expense: 2017 2016 Stock options $ 788,196 $ 464,321 Warrants 2,150,474 - Class A common stock grants 1,302,000 - Total stock compensation expense $ 4,240,670 $ 464,321 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Lease Payments | Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to March 31, 2018 are as follows: Year ending December 31, Amount 2018 $ 197,700 2019 40,400 Net Minimum Lease Payments $ 238,100 | Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to December 31, 2017 are as follows: Year ending December 31, Amount 2018 $ 265,050 2019 60,600 2020 - Net Minimum Lease Payments $ 325,650 |
Customer and Supplier Concent38
Customer and Supplier Concentration (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | ||
Schedule of Concentration Risk | The Company’s revenues were concentrated among few customers for the three months ended March 31, 2018: Customer Total revenues from the customer to total revenues for the three months ended March 31, 2018 Accounts receivable (deferred revenue) from the customer as of March 31, 2018 (rounded to 000’s) 1 13 % $ 45,000 2 12 % $ (111,000 ) 3 11 % $ 654,000 The loss of the significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition. The Company’s purchases were concentrated among few vendors for the three months ended March 31, 2018: Vendor Total purchases from the vendor to total purchases for the three months ended March 31, 2018 Accounts payable (prepayment) to the vendor as of March 31, 2018 (rounded to 000’s) 1* 44 % $ 4,611,000 2 29 % $ (7,000 ) * EDI, a related party. See note 13. | The Company’s revenues were concentrated among few customers for the years ended December 31, 2017 and 2016: Customer Total revenues from the customer to total revenues for the year ended December 31, 2017 Accounts receivable from the customer as of December 31, 2017 (rounded to 000) Total revenues from the customer to total revenues for the year ended December 31, 2016 Accounts receivable from the customer as of December 31, 2016 (rounded to 000) 1 12 % $ 372,000 13 % $ 11,917 2 11 % $ 634,000 1 % $ 162,300 The loss of the significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition. The Company’s purchases were concentrated among few vendors for the years ended December 31, 2017 and 2016: Vendor Total purchases from the vendor to total purchases for the year ended December 31, 2017 Accounts payable (prepayment) to the vendor as of December 31, 2017 (rounded to 000) Total purchases from the vendor to total purchases for the year ended December 31, 2016 Accounts payable (prepayment) to the vendor as of December 31, 2016 (rounded to 000) 1 37 % $ (61,000 ) 2 % $ (229,000 ) 2* 34 % $ 4,325,000 32 % $ 3,618,000 * EDI, a related party. See note 15. |
Organization and Significant 39
Organization and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Federal deposit insurance corporation insured limits (FDIC) | $ 250,000 | $ 250,000 |
Extended product warranty description | The Company recognizes revenue from extended warranty contracts using the straight-line method over the estimated life of the product which is three years. |
Organization and Significant 40
Organization and Significant Accounting Policies (Details Narrative) (10K) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Apr. 02, 2016 |
Federal deposit insurance corporation insured limits (FDIC) | $ 250,000 | $ 250,000 | |
Mimio from Mim Holdings [Member] | |||
Membership interests acquisition percentage | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 14,701,902 | $ 12,785,931 | $ 5,488,822 | ||
Working capital deficit | 63,131 | 744,329 | |||
Net loss | 1,915,971 | $ 1,561,350 | 7,297,109 | 2,061,983 | |
Net cash used in operations | $ 2,050,132 | $ 113,374 | $ 1,343,382 | $ (2,370,383) | |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Going Concern (Details Narrat42
Going Concern (Details Narrative) (10K) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 14,701,902 | $ 12,785,931 | $ 5,488,822 | ||
Working capital | 63,131 | 744,329 | |||
Net loss | 1,915,971 | $ 1,561,350 | 7,297,109 | 2,061,983 | |
Net cash provided in operation | $ 2,050,132 | $ 113,374 | $ 1,343,382 | $ (2,370,383) | |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Sep. 28, 2016 | Jul. 18, 2016 | Oct. 31, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Aug. 03, 2016 | Jul. 05, 2016 | May 12, 2016 | Apr. 02, 2016 | Nov. 04, 2015 |
Debt converted into shares | 94,735 | |||||||||||
common stock conversion price per share | $ 1.055 | |||||||||||
Number of shares issued during period, shares | $ 218,904 | |||||||||||
Everest Display, Inc [Member] | ||||||||||||
Accrued accounts payable | $ 4,611,000 | $ 4,325,000 | $ 3,618,000 | |||||||||
Everest Display, Inc [Member] | Share Purchase Agreement [Member] | ||||||||||||
Accrued accounts payable | $ 57,500,000 | |||||||||||
Amount owed to settle accounts payable | 1,500,000 | |||||||||||
Everest Display, Inc [Member] | Share Purchase Agreement [Member] | Subsidiaries [Member] | ||||||||||||
Payments for acquisition | 250,000 | |||||||||||
Everest Display, Inc [Member] | Share Purchase Agreement [Member] | Subsidiaries [Member] | After the Initial Payment [Member] | ||||||||||||
Payments for acquisition | $ 1,000,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Number of shares issued in connection with acquisition | 1,000,000 | 1,000,000 | ||||||||||
Number of shares issued during period, shares | ||||||||||||
Number of shares issued during period | ||||||||||||
Class A Common Stock [Member] | Share Purchase Agreement [Member] | ||||||||||||
Accrued accounts payable | $ 1,500,000 | |||||||||||
Class A Common Stock [Member] | Everest Display, Inc [Member] | ||||||||||||
Number of shares converted | 2,055,873 | |||||||||||
Preferred stock converted into fully diluted common stock, percent | 22.22% | |||||||||||
Class A Common Stock [Member] | Everest Display, Inc [Member] | Share Purchase Agreement [Member] | ||||||||||||
Debt converted into shares | 327,027 | 238,095 | ||||||||||
common stock conversion price per share | $ 6.30 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Number of shares issued in connection with acquisition | 270,000 | 270,000 | 270,000 | |||||||||
Number of shares issued during period, shares | ||||||||||||
Number of shares issued during period | ||||||||||||
Series C Preferred Stock [Member] | Everest Display, Inc [Member] | Share Purchase Agreement [Member] | ||||||||||||
Number of shares issued in connection with acquisition | 270,000 | |||||||||||
Preferred stock, liquidation preference per share | $ 20 | |||||||||||
Number of shares issued during period, shares | $ 39,700,000 | |||||||||||
Number of shares issued during period | 270,000 | |||||||||||
Ownership percentage | 22.22% | |||||||||||
Unsecured Convertible Promissory Note [Member] | Marlborough Note [Member] | ||||||||||||
Business acquisition, transaction costs | $ 2,000,000 | |||||||||||
Skyview Note [Member] | ||||||||||||
Senior secured note face amount | $ 3,425,000 | $ 4,010,508 | $ 3,660,508 | |||||||||
Debt interest rate percentage | 6.00% | |||||||||||
Non-negotiable Convertible Promissory Note [Member] | Everest Display, Inc [Member] | Share Purchase Agreement [Member] | ||||||||||||
Settlement of unpaid balance of the account payable | $ 2,000,000 | |||||||||||
Debt interest rate percentage | 4.00% | |||||||||||
Mimio from Mim Holdings [Member] | ||||||||||||
Membership interests acquisition percentage | 100.00% | |||||||||||
Mim Holdings [Member] | ||||||||||||
Membership interests acquisition percentage | 100.00% | |||||||||||
Genesis [Member] | ||||||||||||
Membership interests acquisition percentage | 100.00% | |||||||||||
Genesis [Member] | Common Stock [Member] | ||||||||||||
Number of shares converted | 370,040 | |||||||||||
Preferred stock converted into fully diluted common stock, percent | 4.00% | |||||||||||
Genesis [Member] | Series B Preferred Stock [Member] | ||||||||||||
Number of shares issued in connection with acquisition | 1,000,000 | |||||||||||
Genesis [Member] | Non-voting Convertible Series A Preferred Stock [Member] | ||||||||||||
Number of shares issued in connection with acquisition | 250,000 | |||||||||||
Genesis [Member] | Non-voting Convertible Series A Preferred Stock [Member] | Vert Capital [Member] | ||||||||||||
Number of shares issued in connection with acquisition | 250,000 | |||||||||||
Genesis [Member] | Class A Common Stock [Member] | Vert Capital [Member] | November 30, 2018 [Member] | ||||||||||||
Number of shares converted | 398,406 | |||||||||||
Boxlight Group [Member] | ||||||||||||
Business acquisition, transaction costs | $ 761,622 | |||||||||||
Boxlight Group [Member] | Share Purchase Agreement [Member] | ||||||||||||
Membership interests acquisition percentage | 100.00% | |||||||||||
Hitachi Capital America Corp [Member] | Share Purchase Agreement [Member] | ||||||||||||
Payments for acquisition | $ 1,000,000 | |||||||||||
Boxlight Corporation [Member] | Everest Display, Inc [Member] | Share Purchase Agreement [Member] | ||||||||||||
Payments for acquisition | $ 5,750,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Issuance of 270,000 shares of Series C preferred stock | $ 8,243,297 | |
Mim Holdings [Member] | ||
Current assets | $ 6,677,842 | |
Intangible assets | 179,722 | |
Goodwill | 44,931 | |
Total assets acquired | 6,902,495 | |
Total liabilities assumed | (3,477,495) | |
Net assets acquired | 3,425,000 | |
Boxlight Group [Member] | ||
Current assets | 5,737,836 | |
Property and equipment | 65,866 | |
Intangible assets | 7,000,000 | |
Other assets | 514,696 | |
Goodwill | 4,137,060 | |
Total assets acquired | 17,455,458 | |
Total liabilities assumed | (9,212,161) | |
Net assets acquired | 8,243,297 | |
Issuance of 270,000 shares of Series C preferred stock | 8,828,353 | |
Preexisting net payable to Boxlight Group | (585,056) | |
Total | $ 8,243,297 |
Acquisitions - Schedule of As45
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - Series C Preferred Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of shares issued during period | ||
Boxlight Group [Member] | ||
Number of shares issued during period | 270,000 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition Pro Forma Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Business Combinations [Abstract] | |
Revenues | $ 25,391 |
Cost of revenues | (16,809) |
Operating expenses | (11,240) |
Other incomes (expenses) | (1,036) |
Income tax expense | |
Net loss | $ (3,694) |
Net loss per common share | $ / shares | $ (0.86) |
Weighted average outstanding common shares - basic and diluted | shares | 4,299,315 |
Acquisitions - Schedule of Adju
Acquisitions - Schedule of Adjusted Pro Forma Expenses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Combinations [Abstract] | |
Record amortization expense of intangible assets acquired from Boxlight Group and Mimio | $ 385 |
Cash and Cash Equivalents - Sch
Cash and Cash Equivalents - Schedule of Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | [1] | |
Total | $ 448,345 | $ 2,010,325 | $ 401,574 | $ 456,502 | [1] | $ 994,103 | |
U.S. Dollars [Member] | |||||||
Total | 2,007,423 | 450,549 | |||||
Mexican Pesos [Member] | |||||||
Total | $ 2,902 | $ 5,953 | |||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Accounts Receivable - Trade (De
Accounts Receivable - Trade (Details Narrative) (10K) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Wrote off accounts receivable | $ 163,402 | $ 55,929 |
Accounts Receivable - Trade - S
Accounts Receivable - Trade - Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | ||||
Accounts receivable - trade | $ 3,855,064 | $ 3,846,724 | $ 3,562,832 | |
Allowance for doubtful accounts | (250,306) | (200,874) | (453,059) | |
Allowance for sales returns and volume rebates | (521,090) | (555,918) | (165,819) | |
Accounts receivable - trade, net of allowances | $ 3,083,668 | $ 3,089,932 | $ 2,943,954 | [1] |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||||
Inventories write off | $ 0 | $ 24,531 | $ 83,500 | $ 326,984 |
Inventories (Details Narrativ52
Inventories (Details Narrative) (10K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||||
Inventories write off | $ 0 | $ 24,531 | $ 83,500 | $ 326,984 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||||
Finished goods | $ 3,691,197 | $ 4,611,973 | $ 4,102,621 | |
Spare parts | 165,821 | 187,158 | 183,357 | |
Reserves for inventory obsolescence | (118,295) | (172,562) | (121,862) | |
Inventories, net | $ 3,738,723 | $ 4,626,569 | $ 4,164,116 | [1] |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Prepaid Expenses and Other Cu54
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Prepaid expenses and other current assets | $ 1,227,995 | $ 388,006 | $ 447,036 | [1] |
Prepayments to Vendors [Member] | ||||
Prepaid expenses and other current assets | 881,024 | 295,448 | 351,408 | |
Employee Receivables [Member] | ||||
Prepaid expenses and other current assets | 6,203 | 3,571 | ||
Prepaid Local Taxes [Member] | ||||
Prepaid expenses and other current assets | 1,015 | 16,385 | ||
Prepaid and Refundable Income Taxes [Member] | ||||
Prepaid expenses and other current assets | 1,262 | 33,435 | 30,879 | |
Prepaid Insurance [Member] | ||||
Prepaid expenses and other current assets | 122,832 | |||
Prepaid Licenses and Other [Member] | ||||
Prepaid expenses and other current assets | $ 222,877 | $ 51,905 | $ 44,793 | |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 4,657 | $ 15,189 | $ 30,288 | $ 7,141 |
Property and Equipment (Detai56
Property and Equipment (Details Narrative) (10K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 4,657 | $ 15,189 | $ 30,288 | $ 7,141 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Property and equipment, at cost | $ 67,181 | $ 67,181 | $ 67,181 | |
Accumulated depreciation | (42,086) | (32,429) | (7,141) | |
Property and equipment, net of accumulated depreciation | 25,095 | 29,752 | 60,040 | [1] |
Leasehold Improvements [Member] | ||||
Property and equipment, at cost | $ 3,355 | $ 3,355 | 3,355 | |
Leasehold Improvements [Member] | Minimum [Member] | ||||
Useful lives | 9 years | 9 years | ||
Leasehold Improvements [Member] | Maximum [Member] | ||||
Useful lives | 10 years | 10 years | ||
Office Equipment [Member] | ||||
Property and equipment, at cost | $ 21,341 | $ 21,341 | 21,341 | |
Office Equipment [Member] | Minimum [Member] | ||||
Useful lives | 3 years | 3 years | ||
Office Equipment [Member] | Maximum [Member] | ||||
Useful lives | 5 years | 5 years | ||
Other Equipment [Member] | ||||
Useful lives | 5 years | 5 years | ||
Property and equipment, at cost | $ 42,485 | $ 42,485 | $ 42,485 | |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Intangible Assets and Goodwil58
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 183,190 | $ 177,036 | $ 716,920 | $ 346,245 |
Intangible Assets and Goodwil59
Intangible Assets and Goodwill (Details Narrative) (10K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 183,190 | $ 177,036 | $ 716,920 | $ 346,245 |
Intangible Assets and Goodwil60
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Intangible assets, at cost | $ 7,189,723 | $ 7,189,723 | $ 7,179,722 | |
Accumulated amortization | (1,246,355) | (1,063,165) | (346,245) | |
Intangible assets, net of accumulated amortization | 5,943,368 | 6,126,558 | 6,833,477 | [1] |
Goodwill | 4,181,991 | 4,181,991 | 4,181,991 | [1] |
Mimio [Member] | ||||
Goodwill | 44,931 | 44,931 | 44,931 | |
Boxlight [Member] | ||||
Goodwill | $ 4,137,060 | $ 4,137,060 | 4,137,060 | |
Patents [Member] | ||||
Useful lives | 10 years | 10 years | ||
Intangible assets, at cost | $ 67,395 | $ 67,395 | 67,395 | |
Customer Relationships [Member] | ||||
Useful lives | 10 years | 10 years | ||
Intangible assets, at cost | $ 3,567,396 | $ 3,567,396 | 3,567,396 | |
Trademarks [Member] | ||||
Useful lives | 10 years | 10 years | ||
Intangible assets, at cost | $ 3,554,932 | $ 3,554,932 | $ 3,544,931 | |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Nov. 29, 2017 | Sep. 05, 2017 | Jun. 03, 2016 | Jan. 16, 2015 | May 21, 2014 | Nov. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2016 | |
Gain on settlement | $ 25,738 | $ 276,026 | [1] | ||||||||||
Auditor fee | $ 67,826 | ||||||||||||
Interest expenses | 146,928 | $ 169,091 | 635,445 | 818,234 | [1] | ||||||||
Common stock conversion price per share | $ 1.055 | ||||||||||||
Sallyport Commercial Finance, LLC [Member] | |||||||||||||
Notes payable | 694,960 | 502,449 | |||||||||||
Accrued interest | 0 | 0 | |||||||||||
Interest expenses | 144,364 | 220,607 | |||||||||||
AHA Note [Member] | |||||||||||||
Proceeds from promissory note | $ 1,895,413 | ||||||||||||
Settle unpaid accounts payable | $ 1,866,418 | ||||||||||||
Debt interest rate percentage | 6.50% | ||||||||||||
Repayment of principal amount | $ 236,926 | ||||||||||||
Notes payable | 125,000 | 250,000 | 610,783 | ||||||||||
Mark Elliott [Member] | |||||||||||||
Debt interest rate percentage | 10.00% | ||||||||||||
Notes payable | 50,000 | 50,000 | 50,000 | ||||||||||
Accrued interest | 16,041 | 14,808 | 9,809 | ||||||||||
Debt maturity date | Dec. 31, 2019 | ||||||||||||
Convertible notes payable | $ 50,000 | ||||||||||||
Debt default rate | 15.00% | ||||||||||||
Common stock conversion price per share | $ 6.28 | ||||||||||||
Percentage of discount stock price | 20.00% | ||||||||||||
Settlement Agreement [Member] | AHA Note [Member] | |||||||||||||
Repayment of principal amount | $ 41,667 | ||||||||||||
Notes payable | 500,000 | ||||||||||||
Gain on settlement | 304,913 | ||||||||||||
Repayment of debt amount | $ 250,000 | ||||||||||||
Line of Credit Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | |||||||||||||
Purchase of eligible accounts receivable percentage | 85.00% | ||||||||||||
Minimum monthly draw | $ 1,250,000 | ||||||||||||
Line of credit maximum borrowing capacity | 6,000,000 | ||||||||||||
Auditor fee | $ 950 | ||||||||||||
Line of Credit Agreement [Member] | Prime Rate [Member] | Sallyport Commercial Finance, LLC [Member] | Maximum [Member] | |||||||||||||
Accrued interest rate percentage | 4.00% | ||||||||||||
Accrued interest rate | 4.25% | ||||||||||||
Line of Credit Agreement [Member] | Logical Choice Corporation [Member] | |||||||||||||
Notes payable | 54,000 | 54,000 | 54,000 | ||||||||||
Line of credit maximum borrowing capacity | $ 500,000 | ||||||||||||
Accrued interest rate percentage | 10.00% | ||||||||||||
Accrued interest | $ 16,789 | $ 15,916 | $ 10,516 | ||||||||||
Debt maturity date | May 21, 2018 | ||||||||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Debt (Details Narrative) (10K)
Debt (Details Narrative) (10K) - USD ($) | Nov. 29, 2017 | Sep. 05, 2017 | Jun. 27, 2017 | May 11, 2017 | Oct. 04, 2016 | Sep. 29, 2016 | Sep. 21, 2016 | Aug. 03, 2016 | Jul. 06, 2016 | Jun. 03, 2016 | Apr. 02, 2016 | Apr. 02, 2016 | Aug. 19, 2015 | Apr. 03, 2015 | Jan. 16, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | May 21, 2014 | Nov. 30, 2017 | Oct. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 02, 2017 | Aug. 29, 2017 | Jun. 02, 2017 | Sep. 28, 2016 | Jul. 05, 2016 | |
Documentation fee | $ 67,826 | ||||||||||||||||||||||||||||||
Debt discount | $ 17,607 | [1] | |||||||||||||||||||||||||||||
Conversion of debt into shares | 94,735 | ||||||||||||||||||||||||||||||
Conversion of debt into shares, value | $ 99,910 | ||||||||||||||||||||||||||||||
Accounts payable | 35,632 | ||||||||||||||||||||||||||||||
Interest expenses | $ 146,928 | $ 169,091 | 635,445 | 818,234 | [1] | ||||||||||||||||||||||||||
Gain on settlement | 25,738 | 276,026 | [1] | ||||||||||||||||||||||||||||
Additional paid-in capital | 24,655,946 | 23,740,751 | 7,615,732 | [1] | |||||||||||||||||||||||||||
common stock conversion price per share | $ 1.055 | ||||||||||||||||||||||||||||||
Sallyport Commercial Finance, LLC [Member] | |||||||||||||||||||||||||||||||
Interest expenses | 144,364 | 220,607 | |||||||||||||||||||||||||||||
Notes payable | 694,960 | 502,449 | |||||||||||||||||||||||||||||
Accrued interest | 0 | 0 | |||||||||||||||||||||||||||||
Parent Company [Member] | |||||||||||||||||||||||||||||||
Reduction in outstanding accounts payable | $ 1,000,000 | ||||||||||||||||||||||||||||||
Skyview Note [Member] | |||||||||||||||||||||||||||||||
Documentation fee | $ 350,000 | ||||||||||||||||||||||||||||||
Senior secured note | $ 3,425,000 | $ 3,425,000 | |||||||||||||||||||||||||||||
Debt interest rate percentage | 6.00% | 6.00% | |||||||||||||||||||||||||||||
Debt face amount | $ 4,010,508 | 3,425,000 | $ 3,660,508 | ||||||||||||||||||||||||||||
Accounts payable | $ 235,508 | ||||||||||||||||||||||||||||||
Debt maturity date | Dec. 15, 2016 | Jul. 3, 2016 | |||||||||||||||||||||||||||||
Interest expenses | $ 350,000 | ||||||||||||||||||||||||||||||
Repayment of debt amount | $ 2,500,000 | ||||||||||||||||||||||||||||||
Notes payable | 1,460,508 | $ 1,460,508 | $ 1,460,508 | ||||||||||||||||||||||||||||
Accrued interest | 1,905 | ||||||||||||||||||||||||||||||
Skyview Note [Member] | Crestmark Bank [Member] | |||||||||||||||||||||||||||||||
Repayment of debt amount | $ 2,500,000 | ||||||||||||||||||||||||||||||
AHA Note [Member] | |||||||||||||||||||||||||||||||
Repayment of principal amount | $ 236,926 | ||||||||||||||||||||||||||||||
Debt interest rate percentage | 6.50% | ||||||||||||||||||||||||||||||
Notes payable | 125,000 | 250,000 | 610,783 | ||||||||||||||||||||||||||||
Settle unpaid accounts payable | $ 1,866,418 | ||||||||||||||||||||||||||||||
Purchases of inventory | $ 1,866,418 | ||||||||||||||||||||||||||||||
Hitachi Capital America Corp [Member] | |||||||||||||||||||||||||||||||
Line of credit maximum borrowing capacity | $ 2,500,000 | ||||||||||||||||||||||||||||||
Accrued interest rate percentage | 1.75% | ||||||||||||||||||||||||||||||
Repayment of debt amount | $ 18,000 | ||||||||||||||||||||||||||||||
Marlborough Note [Member] | |||||||||||||||||||||||||||||||
Debt interest rate percentage | 8.00% | 8.00% | |||||||||||||||||||||||||||||
Debt maturity date | Mar. 31, 2019 | ||||||||||||||||||||||||||||||
Notes payable | 2,000,000 | ||||||||||||||||||||||||||||||
Accrued interest | $ 79,853 | 40,183 | |||||||||||||||||||||||||||||
Convertible notes payable | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||||||||||
common stock conversion price per share | $ 6.30 | ||||||||||||||||||||||||||||||
Percentage of discount stock price | 100.00% | 55.00% | |||||||||||||||||||||||||||||
Number of stock issued shares upon conversion | 330,135 | 330,135 | |||||||||||||||||||||||||||||
EDI Note [Member] | |||||||||||||||||||||||||||||||
Debt interest rate percentage | 4.00% | 4.00% | |||||||||||||||||||||||||||||
Debt maturity date | Mar. 31, 2019 | ||||||||||||||||||||||||||||||
Notes payable | $ 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 60,274 | 20,603 | |||||||||||||||||||||||||||||
Convertible notes payable | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||
common stock conversion price per share | $ 6.30 | ||||||||||||||||||||||||||||||
Percentage of discount stock price | 100.00% | 55.00% | |||||||||||||||||||||||||||||
Number of stock issued shares upon conversion | 327,027 | 327,027 | |||||||||||||||||||||||||||||
SySilverstein [Member] | |||||||||||||||||||||||||||||||
Repayment of principal amount | $ 100,000 | ||||||||||||||||||||||||||||||
Repayment of interest amount | $ 15,919 | ||||||||||||||||||||||||||||||
SySilverstein [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||||||||
Conversion of debt into shares | 109,915 | ||||||||||||||||||||||||||||||
Conversion of debt into shares, value | $ 115,919 | ||||||||||||||||||||||||||||||
Mark Elliott [Member] | |||||||||||||||||||||||||||||||
Debt interest rate percentage | 10.00% | ||||||||||||||||||||||||||||||
Debt maturity date | Dec. 31, 2019 | ||||||||||||||||||||||||||||||
Notes payable | 50,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||
Accrued interest | 16,041 | 14,808 | 9,809 | ||||||||||||||||||||||||||||
Convertible notes payable | $ 50,000 | ||||||||||||||||||||||||||||||
common stock conversion price per share | $ 6.28 | ||||||||||||||||||||||||||||||
Debt default rate | 15.00% | ||||||||||||||||||||||||||||||
Percentage of discount stock price | 20.00% | ||||||||||||||||||||||||||||||
James Lofgren [Member] | |||||||||||||||||||||||||||||||
Debt interest rate percentage | 13.00% | ||||||||||||||||||||||||||||||
Debt maturity date | Apr. 30, 2016 | ||||||||||||||||||||||||||||||
Convertible notes payable | $ 45,000 | ||||||||||||||||||||||||||||||
common stock conversion price per share | $ 6.28 | ||||||||||||||||||||||||||||||
Percentage of discount stock price | 20.00% | ||||||||||||||||||||||||||||||
Line of Credit Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | |||||||||||||||||||||||||||||||
Line of credit maximum borrowing capacity | $ 6,000,000 | ||||||||||||||||||||||||||||||
Documentation fee | $ 950 | ||||||||||||||||||||||||||||||
Purchase of eligible accounts receivable percentage | 85.00% | ||||||||||||||||||||||||||||||
Minimum monthly draw | $ 1,250,000 | ||||||||||||||||||||||||||||||
Line of Credit Agreement [Member] | Prime Rate [Member] | Sallyport Commercial Finance, LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Accrued interest rate percentage | 4.00% | ||||||||||||||||||||||||||||||
Accrued interest rate | 4.25% | ||||||||||||||||||||||||||||||
Line of Credit Agreement [Member] | Crestmark Bank [Member] | |||||||||||||||||||||||||||||||
Proceeds from line of credit | $ 5,000,000 | ||||||||||||||||||||||||||||||
Accrued interest rate percentage | 5.75% | ||||||||||||||||||||||||||||||
Notes payable | 720,291 | ||||||||||||||||||||||||||||||
Accrued interest | 0 | ||||||||||||||||||||||||||||||
Loan fee | $ 61,000 | ||||||||||||||||||||||||||||||
Accrued interest rate | 5.75% | ||||||||||||||||||||||||||||||
Line of Credit Agreement [Member] | Crestmark Bank [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||
Accrued interest rate percentage | 2.25% | ||||||||||||||||||||||||||||||
Line of Credit Agreement [Member] | Vert Capital [Member] | |||||||||||||||||||||||||||||||
Line of credit maximum borrowing capacity | $ 900,000 | $ 900,000 | |||||||||||||||||||||||||||||
Accrued interest rate percentage | 10.00% | ||||||||||||||||||||||||||||||
Percentage of funds originally accrued interest | 5.75% | ||||||||||||||||||||||||||||||
Notes payable | $ 822,550 | $ 775,259 | |||||||||||||||||||||||||||||
Accrued interest | 115,319 | ||||||||||||||||||||||||||||||
Line of Credit Agreement [Member] | Logical Choice Corporation [Member] | |||||||||||||||||||||||||||||||
Line of credit maximum borrowing capacity | $ 500,000 | ||||||||||||||||||||||||||||||
Accrued interest rate percentage | 10.00% | ||||||||||||||||||||||||||||||
Debt maturity date | May 21, 2018 | ||||||||||||||||||||||||||||||
Notes payable | 54,000 | 54,000 | 54,000 | ||||||||||||||||||||||||||||
Accrued interest | $ 16,789 | 15,916 | $ 10,516 | ||||||||||||||||||||||||||||
Line of Credit Agreement [Member] | LCC-Delaware [Member] | |||||||||||||||||||||||||||||||
Line of credit maximum borrowing capacity | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||
Accrued interest rate percentage | 10.00% | ||||||||||||||||||||||||||||||
Notes payable | $ 185,129 | 185,129 | |||||||||||||||||||||||||||||
Accrued interest | $ 37,241 | $ 37,241 | |||||||||||||||||||||||||||||
Debt term | 3 years | ||||||||||||||||||||||||||||||
Additional paid-in capital | $ 222,370 | ||||||||||||||||||||||||||||||
Line of Credit Agreement [Member] | SySilverstein [Member] | |||||||||||||||||||||||||||||||
Line of credit maximum borrowing capacity | $ 300,000 | ||||||||||||||||||||||||||||||
Proceeds from line of credit | $ 100,000 | ||||||||||||||||||||||||||||||
Accrued interest rate percentage | 12.00% | ||||||||||||||||||||||||||||||
Documentation fee | $ 10,000 | ||||||||||||||||||||||||||||||
Debt discount | $ 10,000 | ||||||||||||||||||||||||||||||
Settlement Agreement [Member] | AHA Note [Member] | |||||||||||||||||||||||||||||||
Repayment of principal amount | $ 41,667 | ||||||||||||||||||||||||||||||
Repayment of debt amount | 250,000 | ||||||||||||||||||||||||||||||
Notes payable | 500,000 | ||||||||||||||||||||||||||||||
Gain on settlement | $ 304,913 | ||||||||||||||||||||||||||||||
Hitachi Loan Agreement [Member] | |||||||||||||||||||||||||||||||
Payments to fund | $ 1,000,000 | ||||||||||||||||||||||||||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total short-term debt -third parties | $ 819,960 | $ 752,449 | $ 2,791,582 | [1] |
Total short-term debt -related parties | 54,000 | 54,000 | 876,550 | [1] |
Total notes payable - related parties | 4,060,785 | [1] | ||
Total debt | 923,960 | 856,449 | 7,778,917 | |
Note Payable - AHA [Member] | ||||
Total short-term debt -third parties | 125,000 | 250,000 | 610,783 | |
Accounts Receivable Financing - Sallyport Commercial [Member] | ||||
Total short-term debt -third parties | 694,960 | 502,449 | ||
Note Payable - Logical Choice Corporation - Delaware [Member] | ||||
Total short-term debt -related parties | 54,000 | 54,000 | 54,000 | |
Convertible Note Payable - Mark Elliott [Member] | ||||
Total notes payable - related parties | $ 50,000 | 50,000 | 50,000 | |
Note payable - Skyview [Member] | ||||
Total short-term debt -third parties | 1,460,508 | |||
Line of credit - Crestmark Bank [Member] | ||||
Total short-term debt -third parties | 720,291 | |||
Line of Credit - Vert Capital [Member] | ||||
Total short-term debt -related parties | 822,550 | |||
Note Payable - Marlborough Trust [Member] | ||||
Total notes payable - related parties | 2,040,183 | |||
Note payable - EDI [Member] | ||||
Total notes payable - related parties | $ 2,020,602 | |||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) (10K) | Jul. 18, 2016USD ($) |
Boxlight Group [Member] | |
Business acquisition assumed of future performance obligation | $ 761,622 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenue Recognition and Deferred Revenue [Abstract] | ||||
Balance, beginning | $ 1,302,717 | $ 767,726 | ||
Assumed from Boxlight Group | 761,622 | |||
Additions | 71,903 | 1,070,528 | 259,744 | |
Amortization or earned | (715,462) | (535,537) | (253,640) | |
Balance, ending | 659,158 | 1,302,717 | 767,726 | |
Deferred revenue - short-term | 483,243 | 1,127,423 | 495,603 | [1] |
Deferred revenue - long-term | $ 175,915 | $ 175,294 | $ 272,123 | [1] |
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | |||
Operating loss carry forward | $ 9,000,000 | $ 7,600,000 | $ 4,700,000 |
Income Taxes (Details Narrati67
Income Taxes (Details Narrative) (10K) - USD ($) | Dec. 22, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating loss carry forward | $ 9,000,000 | $ 7,600,000 | $ 4,700,000 | |
Deferred tax assets | $ 1,100,000 | |||
January 1 2018 [Member] | ||||
Federal corporate income tax rate | 35.00% | |||
Reduction income tax rate | 21.00% |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at the statutory rate | $ 2,554,000 | $ 722,000 |
Stock compensation | (1,484,000) | (163,000) |
Non-deductible expenses | (21,000) | (25,000) |
Depreciation and amortization expenses | (9,000) | (4,000) |
Bad debt expense | (31,000) | (146,000) |
Others | 12,000 | 144,000 |
Effect of U.S. tax law change | (1,108,000) | |
Change in valuation allowance | 87,000 | (528,000) |
Provision for income taxes |
Income Taxes - Schedule of Corp
Income Taxes - Schedule of Corporate Income Tax Rates (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Depreciation and amortization expenses | $ 8,000 | $ 4,000 |
Bad debt expense | 106,000 | 146,000 |
Others | 12,000 | |
Net loss carrying forward | 1,589,000 | 1,628,000 |
Valuation allowance | (1,703,000) | (1,790,000) |
Net deferred income tax assets | $ 1,100,000 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Mar. 20, 2018 | Jan. 08, 2018 | Nov. 30, 2017 | Nov. 02, 2016 | Nov. 30, 2017 | Jan. 31, 2015 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 250,000 | 250,000 | 1,270,000 | ||||||
Preferred stock designated | 48,280,000 | 48,280,000 | |||||||
Number of shares issued during period, value | $ 218,904 | ||||||||
Number of options exercised | 29,200 | 291,402 | |||||||
Number of options exercised, value | |||||||||
K Laser [Member] | |||||||||
Number of shares issued during period | 60,000 | ||||||||
Number of shares issued during period, value | $ 420,000 | ||||||||
Share issued price per share | $ 7 | ||||||||
Chief Financial Officer [Member] | |||||||||
Number of options exercised | 29,200 | 291,402 | |||||||
Number of options exercised, value | $ 3 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred voting shares | 250,000 shares of voting | 250,000 shares of voting | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Number of shares acquire during period | |||||||||
Preferred non voting shares | 250,000 shares of non-voting | 250,000 shares of non-voting | |||||||
Number of shares issued during period | |||||||||
Number of shares issued during period, value | |||||||||
Number of options exercised | |||||||||
Number of options exercised, value | |||||||||
Series B Preferred Stock [Member] | |||||||||
Preferred voting shares | 1,200,000 shares of voting | 1,200,000 shares of voting | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||||||
Number of shares acquire during period | 1,000,000 | 1,000,000 | |||||||
Number of shares issued during period | |||||||||
Number of shares issued during period, value | |||||||||
Number of options exercised | |||||||||
Number of options exercised, value | |||||||||
Series C Preferred Stock [Member] | |||||||||
Preferred voting shares | 270,000 shares of voting | 270,000 shares of voting | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Number of shares acquire during period | 270,000 | 270,000 | 270,000 | ||||||
Number of shares issued during period | |||||||||
Number of shares issued during period, value | |||||||||
Number of options exercised | |||||||||
Number of options exercised, value | |||||||||
Class A Common Stock [Member] | |||||||||
Preferred voting shares | 150,000,000 shares of Class A voting common stock | ||||||||
Number of shares acquire during period | 370,040 | 2,055,873 | |||||||
Common stock, shares issued | 9,648,197 | 9,558,997 | 4,621,687 | ||||||
Common stock, shares outstanding | 9,648,197 | 9,558,997 | 4,621,687 | ||||||
Number of shares issued during period | 958,983 | 41,017 | |||||||
Number of shares issued during period, value | $ 5,678,609 | ||||||||
Share issued price per share | $ 7 | $ 7 | |||||||
Class B Non Voting Common Stock [Member] | |||||||||
Preferred voting shares | 50,000,000 shares of Class B non-voting common stock | ||||||||
Class B Common Stock [Member] | |||||||||
Common stock, shares outstanding |
Equity (Details Narrative) (10K
Equity (Details Narrative) (10K) - USD ($) | Dec. 31, 2017 | Nov. 30, 2017 | Sep. 28, 2016 | Feb. 26, 2016 | Apr. 16, 2009 | Nov. 30, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | Nov. 30, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Jan. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, shares issued | 250,000 | 250,000 | 250,000 | 1,270,000 | |||||||||||||||
Preferred stock designated | 48,280,000 | 48,280,000 | 48,280,000 | ||||||||||||||||
Number of shares issued for cash, value | $ 5,678,609 | ||||||||||||||||||
Proceeds from stock issuance | $ 420,000 | 5,678,609 | $ 1,218,907 | [1] | |||||||||||||||
Payments to acquire intangible assets | 10,001 | [1] | |||||||||||||||||
Number of shares issued during period, shares | 218,904 | ||||||||||||||||||
Debt conversion into shares | 94,735 | ||||||||||||||||||
Debt conversion into shares, value | $ 99,910 | ||||||||||||||||||
Conversion price per share | $ 1.055 | ||||||||||||||||||
Payment for separate obligation | $ 195,000 | 822,550 | [1] | ||||||||||||||||
Accrued commission payable | $ 77,268 | ||||||||||||||||||
Accounts payable | $ 35,632 | 35,632 | |||||||||||||||||
Stock issued during period value issued for services | |||||||||||||||||||
Mr. Myers [Member] | |||||||||||||||||||
Number of shares issued during period | 39,841 | ||||||||||||||||||
Ownership percentage | 15.00% | ||||||||||||||||||
License fee | $ 1,250,000 | ||||||||||||||||||
Licensing Term | 10 years | ||||||||||||||||||
Payments to acquire intangible assets | $ 250,000 | $ 32,580 | |||||||||||||||||
Share issued price per share | $ 7 | ||||||||||||||||||
Number of shares issued during period, shares | $ 278,887 | ||||||||||||||||||
Stock Issued During Period shares restricted shares | 4,127 | ||||||||||||||||||
Remaining balance of repurchase of common stock | $ 28,887 | ||||||||||||||||||
Directors [Member] | |||||||||||||||||||
Number of shares issued during period | 186,000 | ||||||||||||||||||
Number of shares issued during period, shares | $ 19 | ||||||||||||||||||
IPO [Member] | |||||||||||||||||||
Payments to acquire intangible assets | 1 | ||||||||||||||||||
Stock issued during period value issued for services | 900,000 | ||||||||||||||||||
IPO [Member] | Loeb Agreement [Member] | |||||||||||||||||||
Number of shares issued during period, shares | 82,059 | ||||||||||||||||||
Remaining balance of repurchase of common stock | $ 215,000 | 215,000 | |||||||||||||||||
Payment to repurchase of common stock | $ 285,000 | ||||||||||||||||||
Number of shares returned | 33,517 | ||||||||||||||||||
Payment of common stock | $ 400,000 | ||||||||||||||||||
Remaining payable of common stock | $ 500,000 | ||||||||||||||||||
Two New Board Members [Member] | Minimum [Member] | |||||||||||||||||||
Number of shares issued during period | 186,000 | ||||||||||||||||||
Issuances of common stock percentage | 0.50% | ||||||||||||||||||
Stock compensation expenses | $ 1,302,000 | ||||||||||||||||||
Directors fee | $ 50,000 | ||||||||||||||||||
Two New Board Members [Member] | Maximum [Member] | |||||||||||||||||||
Issuances of common stock percentage | 1.25% | ||||||||||||||||||
Vert Capital [Member] | |||||||||||||||||||
Distributed cash | $ 814,625 | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred voting shares | 250,000 shares of voting | 250,000 shares of voting | |||||||||||||||||
Preferred non voting shares | 250,000 shares of non-voting | 250,000 shares of non-voting | |||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Number of shares acquire during period | |||||||||||||||||||
Number of shares issued for cash | |||||||||||||||||||
Number of shares issued for cash, value | |||||||||||||||||||
Number of shares issued during period | |||||||||||||||||||
Number of shares issued during period, shares | |||||||||||||||||||
Stock issued during period value issued for services | |||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Preferred voting shares | 1,200,000 shares of voting | 1,200,000 shares of voting | |||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||
Number of shares acquire during period | 1,000,000 | 1,000,000 | |||||||||||||||||
Number of shares issued for cash | |||||||||||||||||||
Number of shares issued for cash, value | |||||||||||||||||||
Number of shares issued during period | |||||||||||||||||||
Number of shares issued during period, shares | |||||||||||||||||||
Stock issued during period value issued for services | |||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Preferred voting shares | 270,000 shares of voting | 270,000 shares of voting | |||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Number of shares acquire during period | 270,000 | 270,000 | 270,000 | ||||||||||||||||
Number of shares issued for cash | |||||||||||||||||||
Number of shares issued for cash, value | |||||||||||||||||||
Number of shares issued during period | |||||||||||||||||||
Number of shares issued during period, shares | |||||||||||||||||||
Stock issued during period value issued for services | |||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||
Preferred voting shares | 150,000,000 shares of Class A voting common stock | ||||||||||||||||||
Number of shares acquire during period | 370,040 | 2,055,873 | |||||||||||||||||
Number of shares issued for cash | 178,572 | 33,865 | 18,014 | ||||||||||||||||
Number of shares issued for cash, value | $ 1,000,003 | $ 200,004 | $ 19,000 | 18,900 | |||||||||||||||
Subscription receivable | $ 100 | $ 100 | $ 100 | ||||||||||||||||
Common stock, shares issued | 9,558,997 | 9,648,197 | 9,558,997 | 4,621,687 | |||||||||||||||
Common stock, shares outstanding | 9,558,997 | 9,648,197 | 9,558,997 | 4,621,687 | |||||||||||||||
Number of shares issued during period | 958,983 | 41,017 | |||||||||||||||||
Share issued price per share | $ 7 | $ 7 | |||||||||||||||||
Number of shares issued during period, shares | $ 5,678,609 | ||||||||||||||||||
Conversion of stock, shares converted | 1,000,000 | 270,000 | |||||||||||||||||
Sale of stock price per share | $ 5.906 | $ 1.055 | |||||||||||||||||
Debt conversion into shares | 109,915 | ||||||||||||||||||
Debt conversion into shares, value | $ 100,000 | ||||||||||||||||||
Conversion price per share | $ 1.055 | ||||||||||||||||||
Payment for separate obligation | $ 650,000 | ||||||||||||||||||
Accrued interest | $ 15,919 | ||||||||||||||||||
Accounts payable | $ 287,119 | $ 287,119 | |||||||||||||||||
Class A Common Stock [Member] | Third Party [Member] | |||||||||||||||||||
Debt conversion into shares | 3,556 | ||||||||||||||||||
Debt conversion into shares, value | $ 21,000 | ||||||||||||||||||
Conversion price per share | $ 5.906 | ||||||||||||||||||
Class A Common Stock [Member] | Stock Spilt [Member] | |||||||||||||||||||
Stock issued during period shares stock splits | 4,621,687 | ||||||||||||||||||
Stock holders equity note stock split | stock split of 0.948207171 for 1 | ||||||||||||||||||
Class B Non Voting Common Stock [Member] | |||||||||||||||||||
Preferred voting shares | 50,000,000 shares of Class B non-voting common stock | ||||||||||||||||||
Series A common Stock [Member] | IPO [Member] | Amendment Agreement [Member] | |||||||||||||||||||
Number of shares issued during period | 23,116 | ||||||||||||||||||
Stock Issued During Period shares restricted shares | 138,692 | ||||||||||||||||||
Stock Issued During Period Value restricted share | $ 400,000 | ||||||||||||||||||
Monthly cash payment | $ 47,500 | ||||||||||||||||||
Series A common Stock [Member] | Loeb & Loeb LLP [Member] | |||||||||||||||||||
Stock issued during period shares employee benefit plan | 291,402 | ||||||||||||||||||
Stock issued during period shares employee benefit plan, value | $ 29 | ||||||||||||||||||
Common Class A EDI [Member] | |||||||||||||||||||
Debt conversion into shares | 238,095 | ||||||||||||||||||
Debt conversion into shares, value | $ 1,500,000 | ||||||||||||||||||
Conversion price per share | $ 6.30 | ||||||||||||||||||
Common Class A Marlborough [Member] | |||||||||||||||||||
Debt conversion into shares | 657,162 | ||||||||||||||||||
Debt conversion into shares, value | $ 4,140,127 | ||||||||||||||||||
Conversion price per share | $ 6.30 | ||||||||||||||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | Mar. 29, 2018 | Mar. 19, 2018 | Feb. 14, 2018 | Jan. 02, 2018 | Nov. 02, 2016 | Nov. 07, 2014 | Dec. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 19, 2014 | |
Option vested years | 1 year | ||||||||||||||
Option expiration term | 5 years | 2 years 1 month 24 days | 2 years 1 month 24 days | 4 years | |||||||||||
Options intrinsic value | $ 2,097,415 | $ 1,700,000 | $ 2,097,415 | ||||||||||||
Number of stock options granted | 100,000 | 927,500 | 374,542 | 120,971 | |||||||||||
Option purchase price per share | $ 5.01 | ||||||||||||||
Fair value of option | $ 689,000 | $ 25 | [1] | ||||||||||||
Discount rate | 1.47% | ||||||||||||||
Expected life | 2 years 6 months | ||||||||||||||
Expected dividends | 0.00% | ||||||||||||||
Warrants intrinsic value | 0 | $ 0 | |||||||||||||
Unrecognized compensation expense | $ 1,025,157 | $ 2,800,000 | 1,025,157 | ||||||||||||
Stock compensation expense | $ 499,000 | ||||||||||||||
Remaining Nine Months of 2018 [Member] | |||||||||||||||
Stock compensation expense | $ 1,500,000 | ||||||||||||||
Class A Common Stock [Member] | |||||||||||||||
Option vested years | 4 years | ||||||||||||||
Option expiration term | 5 years | ||||||||||||||
Warrant expiration date | Dec. 31, 2019 | Dec. 31, 2019 | |||||||||||||
Fair value of warrant | $ 2,087,840 | $ 2,087,840 | |||||||||||||
Class A Common Stock [Member] | Vert Capital [Member] | |||||||||||||||
Warrant term | 5 years | ||||||||||||||
Warrant to purchase common share | 796,813 | ||||||||||||||
Warrant exercise price per share | $ 7.70 | ||||||||||||||
Number of warrants reissued | 597,610 | ||||||||||||||
President [Member] | |||||||||||||||
Number of stock options granted | 300,000 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Number of stock options granted | 300,000 | ||||||||||||||
Former Chief Financial Officer [Member] | |||||||||||||||
Number of stock options granted | 300,000 | ||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||
Option vested years | 1 year | 3 years | |||||||||||||
Option expiration term | 5 years | 5 years | |||||||||||||
Number of stock options granted | 200,000 | ||||||||||||||
Option purchase price per share | $ 5.01 | $ 7 | |||||||||||||
Fair value of option | $ 459,000 | $ 126,000 | |||||||||||||
Employee [Member] | |||||||||||||||
Option vested years | 4 years | ||||||||||||||
Option expiration term | 5 years | ||||||||||||||
Number of stock options granted | 367,500 | ||||||||||||||
Option purchase price per share | $ 5.40 | ||||||||||||||
Fair value of option | $ 998,000 | ||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||
Option vested years | 1 year | ||||||||||||||
Option expiration term | 5 years | 5 years | |||||||||||||
Number of stock options granted | 35,000 | ||||||||||||||
Option purchase price per share | $ 4 | $ 0.0001 | |||||||||||||
Fair value of option | $ 65,000 | $ 484,000 | $ 204,000 | ||||||||||||
Board of Directors [Member] | |||||||||||||||
Option vested years | 1 year | ||||||||||||||
Option expiration term | 5 years | ||||||||||||||
Number of stock options granted | 25,000 | ||||||||||||||
Option purchase price per share | $ 4.06 | ||||||||||||||
Fair value of option | $ 47,000 | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Option vested years | 4 years | 4 years | |||||||||||||
Option expiration term | 5 years | 5 years | |||||||||||||
Minimum [Member] | |||||||||||||||
Discount rate | 1.78% | 0.97% | 2.01% | 1.78% | 0.97% | ||||||||||
Expected life | 2 years 29 days | 2 years 6 months | 3 years | 2 years 29 days | 2 years 6 months | ||||||||||
Volatility range | 69.00% | 0.66% | 66.00% | 69.00% | 65.00% | ||||||||||
Expected dividends | 0.00% | ||||||||||||||
Maximum [Member] | |||||||||||||||
Discount rate | 2.14% | 0.99% | 2.45% | 2.14% | 0.99% | ||||||||||
Expected life | 4 years 9 months | 3 years 11 months 15 days | 3 years 9 months | 4 years 9 months | 3 years 11 months 15 days | ||||||||||
Volatility range | 71.00% | 0.69% | 68.00% | 71.00% | 69.00% | ||||||||||
Expected dividends | 0.00% | ||||||||||||||
Maximum [Member] | Class A Common Stock [Member] | |||||||||||||||
Additional warrant percentage | 20.00% | ||||||||||||||
2014 Stock Option Plan [Member] | |||||||||||||||
Number of shares reserved for future issuance | 684,060 | ||||||||||||||
Directors Officers Key Employees Consultants [Member] | |||||||||||||||
Share based compensation stock option available for grant | 1,577,864 | 1,577,864 | 2,390,438 | ||||||||||||
Borad of Directors [Member] | Minimum [Member] | |||||||||||||||
Share based compensation stock option available for grant | 300,000 | ||||||||||||||
Borad of Directors [Member] | Maximum [Member] | |||||||||||||||
Share based compensation stock option available for grant | 2,690,438 | ||||||||||||||
Consultant [Member] | |||||||||||||||
Warrant to purchase common share | 23,904 | ||||||||||||||
Warrant exercise price per share | $ 7.70 | ||||||||||||||
Warrant expiration date | Dec. 31, 2019 | ||||||||||||||
Fair value of warrant | $ 62,634 | ||||||||||||||
Warrant exercise percentage | 110.00% | ||||||||||||||
Consultant [Member] | Class A Common Stock [Member] | |||||||||||||||
Warrant to purchase common share | 23,904 | ||||||||||||||
Warrant exercise price per share | $ 7.70 | ||||||||||||||
Michael Pope [Member] | May 31 2018 [Member] | |||||||||||||||
Warrant to purchase common share | 265,349 | ||||||||||||||
Warrant exercise price per share | $ 6 | ||||||||||||||
Warrant expiration date | Dec. 31, 2021 | ||||||||||||||
Michael Pope [Member] | Class A Common Stock [Member] | |||||||||||||||
Number of warrants reissued | 199,203 | ||||||||||||||
Michael Pope [Member] | Class A Common Stock [Member] | May 31 2018 [Member] | |||||||||||||||
Warrant exercise price per share | $ 6 | ||||||||||||||
Number of warrants reissued | 271,641 | ||||||||||||||
Warrant expiration date | Dec. 31, 2021 | ||||||||||||||
Placement Agent [Member] | IPO [Member] | |||||||||||||||
Warrant to purchase common share | 50,000 | ||||||||||||||
Warrant exercise price per share | $ 7.07 | ||||||||||||||
Warrant expiration date | Aug. 29, 2022 | ||||||||||||||
Fair value of warrant | $ 192,591 | ||||||||||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Share-Based Compensation (Det73
Share-Based Compensation (Details Narrative) (10K) - USD ($) | Mar. 20, 2018 | Mar. 19, 2018 | Jan. 02, 2018 | Apr. 04, 2017 | Nov. 02, 2016 | May 13, 2016 | Nov. 07, 2014 | Dec. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 12, 2016 | Nov. 30, 2014 | Sep. 19, 2014 | |
Option vested years | 1 year | ||||||||||||||||||
Option expiration term | 5 years | 2 years 1 month 24 days | 2 years 1 month 24 days | 4 years | |||||||||||||||
Unrecognized compensation expense | $ 1,025,157 | $ 2,800,000 | $ 1,025,157 | ||||||||||||||||
Stock compensation expense | 499,000 | ||||||||||||||||||
Options intrinsic value | $ 2,097,415 | $ 1,700,000 | 2,097,415 | ||||||||||||||||
Option purchase price per share | $ 5.01 | ||||||||||||||||||
Fair value of option | $ 689,000 | $ 25 | [1] | ||||||||||||||||
Number of options exercised | 29,200 | 291,402 | |||||||||||||||||
Option exercise price per share | $ 5.10 | $ 6.39 | $ 0.13 | ||||||||||||||||
Stock options exercised | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Discount rate | 1.47% | ||||||||||||||||||
Expected life | 2 years 6 months | ||||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||||
Warrant intrinsic value | $ 0 | $ 0 | |||||||||||||||||
Placement Agent [Member] | IPO [Member] | |||||||||||||||||||
Warrant to purchase common share | 50,000 | ||||||||||||||||||
Warrant exercise price per share | $ 7.07 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Discount rate | 1.78% | 0.97% | 2.01% | 1.78% | 0.97% | ||||||||||||||
Expected life | 2 years 29 days | 2 years 6 months | 3 years | 2 years 29 days | 2 years 6 months | ||||||||||||||
Volatility range | 69.00% | 0.66% | 66.00% | 69.00% | 65.00% | ||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Discount rate | 2.14% | 0.99% | 2.45% | 2.14% | 0.99% | ||||||||||||||
Expected life | 4 years 9 months | 3 years 11 months 15 days | 3 years 9 months | 4 years 9 months | 3 years 11 months 15 days | ||||||||||||||
Volatility range | 71.00% | 0.69% | 68.00% | 71.00% | 69.00% | ||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||||
Acquisition Agreement [Member] | Everest Display, Inc [Member] | |||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||
Number of option purchased | 185,018 | ||||||||||||||||||
Option purchase price per share | $ 7 | ||||||||||||||||||
Fair value of option | $ 634,000 | ||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||
Option expiration term | 5 years | 5 years | |||||||||||||||||
Number of option purchased | 29,200 | ||||||||||||||||||
Option purchase price per share | $ 4 | $ 0.0001 | |||||||||||||||||
Fair value of option | $ 65,000 | $ 484,000 | $ 204,000 | ||||||||||||||||
Number of options exercised | 29,200 | 291,402 | |||||||||||||||||
Remaining unvested options | 50.00% | ||||||||||||||||||
Chief Financial Officer [Member] | Minimum [Member] | |||||||||||||||||||
Option exercise price per share | $ 0.13 | ||||||||||||||||||
Chief Financial Officer [Member] | Maximum [Member] | |||||||||||||||||||
Option exercise price per share | $ 0.0001 | ||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||
Option vested years | 1 year | 3 years | |||||||||||||||||
Option expiration term | 5 years | 5 years | |||||||||||||||||
Number of option purchased | 37,829 | ||||||||||||||||||
Option purchase price per share | $ 5.01 | $ 7 | |||||||||||||||||
Fair value of option | $ 459,000 | $ 126,000 | |||||||||||||||||
Series A common Stock [Member] | |||||||||||||||||||
Number of option purchased | 18,000 | ||||||||||||||||||
Option purchase price per share | $ 5.6 | ||||||||||||||||||
Fair value of option | $ 7,000 | ||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||
Fair value of warrant | $ 2,087,840 | $ 2,087,840 | |||||||||||||||||
Warrant expiration date | Dec. 31, 2019 | Dec. 31, 2019 | |||||||||||||||||
Class A Common Stock [Member] | Vert Capital [Member] | |||||||||||||||||||
Warrant to purchase common share | 796,813 | 597,610 | |||||||||||||||||
Warrant exercise price per share | $ 7.70 | ||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||
Number of option purchased | 120,917 | ||||||||||||||||||
Option purchase price per share | $ 0.12 | ||||||||||||||||||
Fair value of option | $ 109,000 | ||||||||||||||||||
2018 [Member] | |||||||||||||||||||
Stock compensation expense | |||||||||||||||||||
Stock Options [Member] | |||||||||||||||||||
Option vested years | 4 years | 4 years | |||||||||||||||||
Option expiration term | 5 years | 5 years | |||||||||||||||||
Directors Officers Key Employees Consultants [Member] | |||||||||||||||||||
Share based compensation stock option available for grant | 1,577,864 | 1,577,864 | 2,390,438 | ||||||||||||||||
Borad of Directors [Member] | Minimum [Member] | |||||||||||||||||||
Share based compensation stock option available for grant | 300,000 | ||||||||||||||||||
Borad of Directors [Member] | Maximum [Member] | |||||||||||||||||||
Share based compensation stock option available for grant | 2,690,438 | ||||||||||||||||||
Borad of Directors [Member] | 2018 [Member] | Minimum [Member] | |||||||||||||||||||
Share based compensation stock option available for grant | 300,000 | 300,000 | |||||||||||||||||
Borad of Directors [Member] | 2018 [Member] | Maximum [Member] | |||||||||||||||||||
Share based compensation stock option available for grant | 2,690,438 | 2,690,438 | |||||||||||||||||
Employees [Member] | |||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||
Number of option purchased | 4,495 | ||||||||||||||||||
Option purchase price per share | $ 7 | ||||||||||||||||||
Fair value of option | $ 15,000 | ||||||||||||||||||
Directors [Member] | |||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||
Number of option purchased | 100,000 | ||||||||||||||||||
Option purchase price per share | $ 7 | ||||||||||||||||||
Fair value of option | $ 319,000 | ||||||||||||||||||
Consultant [Member] | |||||||||||||||||||
Warrant to purchase common share | 23,904 | ||||||||||||||||||
Warrant exercise price per share | $ 7.70 | ||||||||||||||||||
Fair value of warrant | $ 62,634 | ||||||||||||||||||
Warrant expiration date | Dec. 31, 2019 | ||||||||||||||||||
Warrant exercise percentage | 110.00% | ||||||||||||||||||
Consultant [Member] | Class A Common Stock [Member] | |||||||||||||||||||
Warrant to purchase common share | 23,904 | ||||||||||||||||||
Warrant exercise price per share | $ 7.70 | ||||||||||||||||||
Michael Pope [Member] | Class A Common Stock [Member] | |||||||||||||||||||
Warrant to purchase common share | 199,203 | ||||||||||||||||||
Placement Agent [Member] | IPO [Member] | |||||||||||||||||||
Warrant exercise price per share | $ 7.07 | ||||||||||||||||||
Fair value of warrant | $ 192,591 | ||||||||||||||||||
Warrant expiration date | Aug. 29, 2022 | ||||||||||||||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activities (Details) - $ / shares | Jan. 02, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||
Shares Outstanding, Beginning balance | 812,574 | 850,405 | 729,434 | |||
Shares, Granted | 100,000 | 927,500 | 374,542 | 120,971 | ||
Shares, Exercised | (29,200) | (291,402) | ||||
Shares, Cancelled | (4,495) | (120,971) | ||||
Shares Outstanding, Ending balance | 1,706,379 | 812,574 | 850,405 | |||
Shares Exercisable | 573,955 | 396,596 | ||||
Weighted-Average Exercise Price, Outstanding, Beginning | $ 3.01 | $ 0.08 | [1] | $ 0.12 | ||
Weighted-Average Exercise Price, Granted | 5.10 | 6.39 | 0.13 | |||
Weighted-Average Exercise Price, Exercised | 0.0001 | 0.0001 | ||||
Weighted-Average Exercise Price, Cancelled | 7 | 0.12 | ||||
Weighted-Average Exercise Price, Outstanding, Ending | 4.19 | 3.01 | $ 0.08 | [1] | ||
Weighted-Average Exercise Price, Exercisable | $ 2.26 | $ 0.57 | ||||
Weighted-Average Remaining Contractual Terms (in Years), Outstanding Beginning | 5 years 7 months 21 days | 7 years 6 months 29 days | ||||
Weighted-Average Remaining Contractual Terms (in Years), Outstanding Ending | 5 years 1 month 6 days | 5 years 7 months 21 days | 7 years 6 months 29 days | |||
Weighted-Average Remaining Contractual Terms (in Years), Exercisable | 5 years 8 months 23 days | 6 years 5 months 1 day | ||||
[1] | Adjusted due to the change of exercise price of options issued to its Chief Financial Officer effective November 1, 2016. |
Share-Based Compensation - Sc75
Share-Based Compensation - Schedule of Stock Warrant Activities (Details) - $ / shares | Jan. 02, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Warrant Outstanding, Beginning balance | 870,717 | 820,717 | 820,717 | |
Warrant Granted | 50,000 | |||
Warrant Outstanding, ending balance | 870,717 | 870,717 | 820,717 | |
Warrant Exercisable ending balance | 820,717 | 820,717 | ||
Weighted Average Exercise Price beginning balance | $ 7.7 | $ 7.7 | ||
Weighted Average Exercise Price Granted | 7.7 | |||
Weighted Average Exercise Price ending balance | 7.7 | 7.7 | ||
Weighted Average Exercise Price exercisable ending balance | $ 7.7 | $ 7.7 | ||
Weighted Average Remaining Contractual Term beginning balance | 5 years | 2 years 1 month 24 days | 2 years 1 month 24 days | 4 years |
Weighted Average Remaining Contractual Term ending balance | 1 year 10 months 25 days | 3 years | ||
Weighted Average Remaining Contractual Term excercisable ending balance | 1 year 9 months | 2 years |
Share-Based Compensation - Sc76
Share-Based Compensation - Schedule of Stock Compensation expenses (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Total stock compensation expense | $ 496,688 | $ 47,165 | $ 4,240,670 | $ 464,321 | [1] |
Stock Options [Member] | |||||
Total stock compensation expense | $ 496,688 | $ 47,165 | 788,196 | 464,321 | |
Class A Common Stock [Member] | |||||
Total stock compensation expense | 1,302,000 | ||||
Warrant [Member] | |||||
Total stock compensation expense | $ 2,150,474 | ||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Other Related Party Transacti77
Other Related Party Transactions (Details Narrative) - USD ($) | Jan. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Percentage of annual management fee payable in cash | 0.375% | |||||
Accounts payable | $ 35,632 | |||||
Revenues | $ 250,000 | $ 5,996,685 | $ 4,194,429 | 25,743,612 | $ 20,371,826 | [1] |
Everest Display, Inc [Member] | ||||||
Payments to acquire products | 1,926,324 | 1,307,918 | 5,300,000 | 2,800,000 | ||
Proceeds from sale | 5,100 | $ 0 | 66,000 | 160,000 | ||
Accounts payable | 4,611,000 | 4,325,000 | $ 3,618,000 | |||
Management Agreement [Member] | ||||||
Accounts payable | $ 94,998 | $ 35,632 | ||||
IPO [Member] | ||||||
Percentage of annual management fee payable in cash | 1.125% | |||||
Annual fee for future | $ 750,000 | |||||
IPO [Member] | December 31, 2018 [Member] | ||||||
Percentage of annual management fee payable in cash | 1.125% | |||||
Annual fee for future | $ 750,000 | |||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Other Related Party Transacti78
Other Related Party Transactions (Details Narrative) (10K) - USD ($) | Jan. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Percentage of annual management fee payable in cash | 0.375% | |||||
Accounts payable | $ 35,632 | |||||
Revenues | $ 250,000 | $ 5,996,685 | $ 4,194,429 | 25,743,612 | $ 20,371,826 | [1] |
Everest Display, Inc [Member] | ||||||
Payments to acquire products | 1,926,324 | 1,307,918 | 5,300,000 | 2,800,000 | ||
Proceeds from sale | 5,100 | $ 0 | 66,000 | 160,000 | ||
Accounts payable | 4,611,000 | 4,325,000 | $ 3,618,000 | |||
Management Agreement [Member] | ||||||
Accounts payable | $ 94,998 | $ 35,632 | ||||
IPO [Member] | ||||||
Percentage of annual management fee payable in cash | 1.125% | |||||
Annual fee for future | $ 750,000 | |||||
IPO [Member] | December 31, 2018 [Member] | ||||||
Percentage of annual management fee payable in cash | 1.125% | |||||
Annual fee for future | $ 750,000 | |||||
IPO [Member] | July 15, 2015 [Member] | ||||||
Percentage of annual management fee payable in cash | 1.50% | 1.50% | ||||
Annual fee for future | $ 1,000,000 | $ 1,000,000 | ||||
IPO [Member] | July 15, 2015 [Member] | December 31, 2018 [Member] | ||||||
Percentage of annual management fee payable in cash | 1.50% | |||||
Annual fee for future | $ 1,000,000 | |||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. |
Commitments and Contingencies79
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 30, 2018 | Jun. 01, 2017 | Nov. 30, 2017 | Apr. 30, 2017 | Feb. 29, 2016 | Jul. 31, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 29, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||||||||||
Lawsuit against company amount | $ 1,460,508 | $ 2,180,881 | $ 72,000 | ||||||||
Litigation settlement amount | $ 43,000 | ||||||||||
Increase decrease litigation settlement | 70,000 | ||||||||||
Interest and court costs | $ 2,300 | ||||||||||
Indebted balance | $ 39,000 | ||||||||||
Gain from the settlement | $ 26,000 | ||||||||||
Outstanding debt and accrued interest | $ 1,460,508 | ||||||||||
Attorney fees | $ 67,826 | ||||||||||
Rent expense | $ 67,000 | $ 98,000 | $ 274,950 | $ 286,999 |
Commitments and Contingencies80
Commitments and Contingencies (Details Narrative) (10K) - USD ($) | Jun. 01, 2017 | Nov. 30, 2017 | Apr. 30, 2017 | Feb. 29, 2016 | Jul. 31, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 29, 2018 |
Lawsuit against company amount | $ 1,460,508 | $ 2,180,881 | $ 72,000 | |||||||
Litigation settlement amount | $ 43,000 | |||||||||
Increase decrease litigation settlement | 70,000 | |||||||||
Interest and court costs | $ 2,300 | |||||||||
Indebted balance | $ 39,000 | |||||||||
Outstanding debt and accrued interest | $ 1,460,508 | |||||||||
Attorney fees | $ 67,826 | |||||||||
Rent expense | $ 67,000 | $ 98,000 | $ 274,950 | $ 286,999 | ||||||
January 29, 2018 [Member] | ||||||||||
Indebted balance | $ 37,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
2,018 | $ 197,700 | |
2,019 | 40,400 | $ 265,050 |
Net Minimum Lease Payments | $ 238,100 | $ 325,650 |
Commitments and Contingencies82
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) (10K) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
2,018 | $ 40,400 | $ 265,050 |
2,019 | 60,600 | |
2,020 | ||
Net Minimum Lease Payments | $ 238,100 | $ 325,650 |
Customer and Supplier Concent83
Customer and Supplier Concentration (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | ||
Concentration risk, description | Significant customers and suppliers are those that account for greater than 10% of the Companys revenues and purchases. | Significant customers and suppliers are those that account for greater than 10% of the Companys revenues and purchases. |
Customer and Supplier Concent84
Customer and Supplier Concentration (Details Narrative) (10K) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | ||
Concentration risk, description | Significant customers and suppliers are those that account for greater than 10% of the Companys revenues and purchases. | Significant customers and suppliers are those that account for greater than 10% of the Companys revenues and purchases. |
Customer and Supplier Concent85
Customer and Supplier Concentration - Schedule of Concentration Risk (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Accounts receivable | $ 8,240 | $ 87,053 | $ 464,657 | $ 909,466 | [1] | |
Vendor One [Member] | ||||||
Concentration risk percentage | 37.00% | 2.00% | ||||
Accounts receivable | $ (61,000) | $ (229,000) | ||||
Vendor Two [Member] | ||||||
Concentration risk percentage | [2] | 34.00% | 32.00% | |||
Accounts receivable | [2] | $ 4,325,000 | $ 3,618,000 | |||
Revenue [Member] | Customer One [Member] | ||||||
Concentration risk percentage | 13.00% | |||||
Accounts receivable | $ 45,000 | |||||
Revenue [Member] | Customer Two [Member] | ||||||
Concentration risk percentage | 12.00% | |||||
Accounts receivable | $ (111,000) | |||||
Revenue [Member] | Customer Three [Member] | ||||||
Concentration risk percentage | 11.00% | |||||
Accounts receivable | $ (654,000) | |||||
Revenue [Member] | One Customer [Member] | ||||||
Concentration risk percentage | 12.00% | 13.00% | ||||
Accounts receivable | $ 372,000 | $ 11,917 | ||||
Revenue [Member] | Two Customer [Member] | ||||||
Concentration risk percentage | 11.00% | 1.00% | ||||
Accounts receivable | $ 634,000 | $ 162,300 | ||||
Purchases [Member] | Vendor One [Member] | ||||||
Concentration risk percentage | [3] | 44.00% | ||||
Accounts payable | [2] | $ 4,611,000 | ||||
Purchases [Member] | Vendor Two [Member] | ||||||
Concentration risk percentage | 29.00% | |||||
Accounts payable | $ (7,000) | |||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis. | |||||
[2] | EDI, a related party. See note 15. | |||||
[3] | EDI, a related party. See note 13. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jun. 22, 2018USD ($)$ / sharesshares | Jun. 21, 2018$ / sharesshares | May 16, 2018USD ($)$ / sharesshares | May 09, 2018GBP (£)shares | Jan. 02, 2018 | Nov. 30, 2017shares | May 13, 2016shares | Apr. 30, 2018$ / sharesshares | Nov. 30, 2017shares | Jun. 30, 2018USD ($)shares | Mar. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2017shares | Dec. 31, 2016USD ($) | Oct. 31, 2016$ / shares |
Vesting percentage | 1 year | ||||||||||||||
Stock issued during period, acquisition, value | $ | $ 8,243,297 | ||||||||||||||
Conversion price per share | $ / shares | $ 1.055 | ||||||||||||||
Class A Common Stock [Member] | |||||||||||||||
Options to purchase shares of common stock | 120,917 | ||||||||||||||
Class A Common Stock [Member] | |||||||||||||||
Vesting percentage | 4 years | ||||||||||||||
Number of shares acquire during period | 370,040 | 2,055,873 | |||||||||||||
Number of class a common stock shares issued | 958,983 | 41,017 | |||||||||||||
Conversion price per share | $ / shares | $ 1.055 | ||||||||||||||
Warrant expiration date | Dec. 31, 2019 | Dec. 31, 2019 | |||||||||||||
Subsequent Event [Member] | Third Party Lender [Member] | |||||||||||||||
Number of class a common stock shares issued | 5,715 | ||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note Agreement [Member] | Third Party Lender [Member] | |||||||||||||||
Promissory note amount | $ | $ 500,000 | ||||||||||||||
Note bears interest rate | 7.00% | ||||||||||||||
Note maturity date | Feb. 16, 2019 | ||||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||||||||||
Number of shares acquire during period | 257,200 | ||||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | British Pound [Member] | |||||||||||||||
Stock issued during period, acquisition, value | £ | £ 100 | ||||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||||||||||
Conversion price per share | $ / shares | $ 4 | ||||||||||||||
Subsequent Event [Member] | Cohuborate, Ltd [Member] | |||||||||||||||
Acquired ownership percentage | 100.00% | ||||||||||||||
Subsequent Event [Member] | Dynamic Capital [Member] | |||||||||||||||
Warrants to purchase shares of common stock | 219,866 | ||||||||||||||
Subsequent Event [Member] | Canaan Parish [Member] | |||||||||||||||
Number of warrants issued | 270,000 | ||||||||||||||
Warrant exercise price per share | $ / shares | $ 6 | ||||||||||||||
Warrants to purchase shares of common stock | 66,146 | ||||||||||||||
Warrant expiration date | Dec. 31, 2021 | ||||||||||||||
Subsequent Event [Member] | Dynamic Capital LLC and CanaanParish [Member] | Minimum [Member] | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 5.58 | ||||||||||||||
Warrant expiration date | Dec. 31, 2019 | ||||||||||||||
Subsequent Event [Member] | Dynamic Capital LLC and CanaanParish [Member] | Maximum [Member] | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 9.84 | ||||||||||||||
Subsequent Event [Member] | Tysadco Partners [Member] | |||||||||||||||
Number of shares issued for service | 2,125 | ||||||||||||||
Subsequent Event [Member] | Qwizdom, Inc [Member] | |||||||||||||||
Acquired ownership percentage | 100.00% | ||||||||||||||
Promissory note amount | $ | $ 656,000 | ||||||||||||||
Note bears interest rate | 8.00% | ||||||||||||||
Payments to acquire businesses, cash | $ | $ 410,000 | ||||||||||||||
Number of shares issued for acquisition | 142,857 | ||||||||||||||
Maximum earnout revenues | $ | $ 410,000 | ||||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||||
Number of warrants issued | 25,000 | 5,000 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 4.76 | ||||||||||||||
Warrant expire term | 5 years | ||||||||||||||
Vesting percentage | 4 years | ||||||||||||||
Subsequent Event [Member] | Mr. Elliott [Member] | |||||||||||||||
Note payable | $ | $ 50,000 | ||||||||||||||
Subsequent Event [Member] | Mr. Sweeney [Member] | |||||||||||||||
Vesting percentage | 4 years | ||||||||||||||
Agreement term | 3 years | ||||||||||||||
Options to purchase shares of common stock | 40,000 | ||||||||||||||
Options to purchase shares of common stock price per share | $ / shares | $ 5.78 | ||||||||||||||
Options expiration term description | These options have an exercise price of $5.78 per share, expire after 10 years from the grant date and vest through 4 years. | ||||||||||||||
Subsequent Event [Member] | Mr. Beamish [Member] | |||||||||||||||
Vesting percentage | 4 years | ||||||||||||||
Agreement term | 3 years | ||||||||||||||
Options to purchase shares of common stock | 20,000 | ||||||||||||||
Options to purchase shares of common stock price per share | $ / shares | $ 5.78 | ||||||||||||||
Options expiration term description | These options have an exercise price of $5.78 per share, expire after 10 years from the grant date and vest through 4 years. |
Subsequent Events (Details Na87
Subsequent Events (Details Narrative) (10K) - USD ($) | Mar. 20, 2018 | Mar. 19, 2018 | Feb. 14, 2018 | Jan. 08, 2018 | Jan. 02, 2018 | Jan. 02, 2018 | Nov. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of employee stock options granted | 100,000 | 927,500 | 374,542 | 120,971 | ||||||
Weighted average exercise price | $ 5.10 | $ 6.39 | $ 0.13 | |||||||
Options vesting period | 1 year | |||||||||
Number of options exercised | 29,200 | 291,402 | ||||||||
Number of options exercised, value | ||||||||||
Chief Executive Officer [Member] | ||||||||||
Number of employee stock options granted | 300,000 | |||||||||
President [Member] | ||||||||||
Number of employee stock options granted | 300,000 | |||||||||
Former Chief Financial Officer [Member] | ||||||||||
Number of employee stock options granted | 300,000 | |||||||||
Chief Operating Officer [Member] | ||||||||||
Number of employee stock options granted | 200,000 | |||||||||
Options vesting period | 1 year | 3 years | ||||||||
Employee [Member] | ||||||||||
Number of employee stock options granted | 367,500 | |||||||||
Options vesting period | 4 years | |||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||
Number of employee stock options granted | 100,000 | |||||||||
Weighted average exercise price | $ 5.01 | |||||||||
Options expiration period | 5 years | |||||||||
Options vesting period | 1 year | |||||||||
Subsequent Event [Member] | President [Member] | ||||||||||
Number of employee stock options granted | 100,000 | |||||||||
Weighted average exercise price | $ 5.01 | |||||||||
Options expiration period | 5 years | |||||||||
Options vesting period | 1 year | |||||||||
Subsequent Event [Member] | Former Chief Financial Officer [Member] | ||||||||||
Number of employee stock options granted | 100,000 | |||||||||
Weighted average exercise price | $ 5.01 | |||||||||
Options expiration period | 5 years | |||||||||
Options vesting period | 1 year | |||||||||
Number of options exercised | 29,200 | |||||||||
Number of options exercised, value | $ 3 | |||||||||
Subsequent Event [Member] | Chief Operating Officer [Member] | ||||||||||
Number of employee stock options granted | 200,000 | |||||||||
Weighted average exercise price | $ 5.01 | |||||||||
Options expiration period | 5 years | |||||||||
Options vesting period | 1 year | |||||||||
Subsequent Event [Member] | K Laser [Member] | ||||||||||
Number of shares purchased | 60,000 | |||||||||
Subsequent Event [Member] | Employee [Member] | ||||||||||
Number of employee stock options granted | 367,500 | |||||||||
Weighted average exercise price | $ 5.40 | |||||||||
Options expiration period | 5 years | |||||||||
Options vesting period | 4 years | |||||||||
Subsequent Event [Member] | Takesha Brown [Member] | ||||||||||
Number of employee stock options granted | 35,000 | |||||||||
Weighted average exercise price | $ 4 | |||||||||
Options expiration period | 5 years | |||||||||
Options vesting period | 1 year |