Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 04, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Boxlight Corp | ||
Entity Central Index Key | 0001624512 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,752,079 | ||
Entity Common Stock, Shares Outstanding | 14,535,657 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current asset: | ||
Cash and cash equivalents | $ 1,172,994 | $ 901,459 |
Accounts receivable - trade, net of allowances | 3,665,057 | 3,634,726 |
Inventories, net of reserve | 3,318,857 | 4,214,316 |
Prepaid expenses and other current assets | 1,765,741 | 1,214,157 |
Total current assets | 9,922,649 | 9,964,658 |
Property and equipment, net of accumulated depreciation | 207,397 | 226,409 |
Intangible assets, net of accumulated amortization | 5,559,097 | 6,352,273 |
Goodwill | 4,723,549 | 4,723,549 |
Other assets | 56,193 | 298 |
Total assets | 20,468,885 | 21,267,187 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,721,417 | 1,883,626 |
Accounts payable and accrued expenses - related parties | 5,031,367 | 6,009,112 |
Warranty | 12,775 | 580,236 |
Short-term debt | 4,536,227 | 2,306,227 |
Short-term debt - related parties | 368,383 | 377,333 |
Current portion of earn-out payable- related party | 387,118 | 136,667 |
Deferred revenues - short-term | 1,972,565 | 938,050 |
Derivative liabilities | 146,604 | 326,452 |
Other short-term liabilities | 31,417 | 5,128 |
Total current liabilities | 17,207,873 | 12,562,831 |
Deferred revenues - long term | 2,582,602 | 134,964 |
Earn-out payable-related party | 273,333 | |
Long term debt-related party | 108,228 | 328,000 |
Long term debt | 1,201,139 | |
Other long term liabilities | 16,696 | |
Total liabilities | 21,116,538 | 13,299,128 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; 167,972 and 250,000 shares issued and outstanding | 17 | 25 |
Common stock, $0.0001 par value, 200,000,000 shares authorized; 11,698,697 and 10,176,433 Class A shares issued and outstanding, respectively | 1,170 | 1,018 |
Additional paid-in capital | 30,735,815 | 27,279,931 |
Subscriptions receivable | (200) | (225) |
Accumulated deficit | (31,346,431) | (19,206,271) |
Accumulated other comprehensive loss | (38,024) | (106,419) |
Total stockholders' equity (deficit) | (647,653) | 7,968,059 |
Total liabilities and stockholders' equity (deficit) | $ 20,468,885 | $ 21,267,187 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 167,972 | 250,000 |
Preferred stock, shares outstanding | 167,972 | 250,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Class A Common Stock [Member] | ||
Common stock, shares issued | 11,698,697 | 10,176,433 |
Common stock, shares outstanding | 11,698,697 | 10,176,433 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 33,030,357 | $ 37,841,277 |
Cost of revenues | 24,088,639 | 29,188,108 |
Gross profit | 8,941,718 | 8,653,169 |
Operating expense: | ||
General and administrative expenses | 15,771,187 | 14,978,079 |
Research and development | 1,229,480 | 671,653 |
Total operating expense | 17,000,667 | 15,649,732 |
Loss from operations | (8,058,949) | (6,996,563) |
Other income (expense): | ||
Interest expense, net | (1,793,610) | (841,788) |
Other income, net | 87,674 | 68,109 |
Gain on settlement of liabilities, net | 118,013 | 165,378 |
Change in fair value of derivative liabilities | 244,794 | 426,981 |
Total other expense | (1,343,129) | (181,320) |
Net loss | (9,402,078) | (7,177,883) |
Comprehensive loss: | ||
Net loss | (9,402,078) | (7,177,883) |
Other comprehensive loss: | ||
Foreign currency translation income (loss) | 68,395 | (58,571) |
Total comprehensive loss | $ (9,333,683) | $ (7,236,454) |
Net loss per common share - basic and diluted | $ (0.88) | $ (0.72) |
Weighted average number of common shares outstanding - basic and diluted | 10,689,408 | 9,922,042 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock [Member] | Class A Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivable [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2017 | $ 25 | $ 956 | $ 21,125,956 | $ (325) | $ (47,848) | $ (12,028,388) | $ 9,050,376 |
Beginning balance, shares at Dec. 31, 2017 | 250,000 | 9,558,997 | |||||
Shareholder payments received | 100 | 100 | |||||
Issuance for common shares for cash | $ 6 | 419,994 | 420,000 | ||||
Issuance for common shares for cash, shares | 60,000 | ||||||
Shares issued for: Settlement of accounts payable | $ 1 | 40,690 | 40,691 | ||||
Shares issued for: Settlement of accounts payable, shares | 10,968 | ||||||
Shares issued for: Acquisitions | $ 50 | 2,617,696 | 2,617,746 | ||||
Shares issued for: Acquisitions, shares | 500,057 | ||||||
Shares issued for: Service rendered | $ 2 | 92,234 | 92,236 | ||||
Shares issued for: Service rendered, shares | 17,211 | ||||||
Shares issued for: Exercise of stock options | $ 3 | $ 3 | |||||
Shares issued for: Exercise of stock options, shares | 29,200 | 29,200 | |||||
Shares issued for: Warrant cancellations-related party | 1,148,068 | $ 1,148,068 | |||||
Shares issued for: Warrant cancellations-related party, shares | |||||||
Stock compensation | 1,835,293 | 1,835,293 | |||||
Foreign currency translation income loss | (58,571) | (58,571) | |||||
Net loss | (7,177,883) | (7,177,883) | |||||
Ending balance at Dec. 31, 2018 | $ 25 | $ 1,018 | 27,279,931 | (225) | (106,419) | (19,206,271) | 7,968,059 |
Ending balance, shares at Dec. 31, 2018 | 250,000 | 10,176,433 | |||||
Shareholder payments received | 25 | 25 | |||||
Shares issued for: Acquisitions | $ 20 | 499,980 | $ 500,000 | ||||
Shares issued for: Acquisitions, shares | 200,000 | ||||||
Shares issued for: Exercise of stock options, shares | |||||||
Stock compensation | 777,632 | $ 777,632 | |||||
Foreign currency translation income loss | 68,395 | 68,395 | |||||
Conversion of preferred stock | $ (8) | $ 13 | (5) | ||||
Conversion of preferred stock, shares | (82,028) | 130,721 | |||||
Shares issued for: Conversion of notes payable | $ 87 | 1,466,859 | 1,466,946 | ||||
Shares issued for: Conversion of notes payable, shares | 869,412 | ||||||
Shares issued for: Closing fees for issuance of notes payable | $ 18 | 368,434 | 368,452 | ||||
Shares issued for: Closing fees for issuance of notes payable, shares | 177,511 | ||||||
Shares issued for: Other shared-based payments | $ 2 | 47,998 | 48,000 | ||||
Shares issued for: Other shared-based payments, shares | 21,704 | ||||||
Shares issued for: Executive compensation | $ 12 | 294,986 | 294,998 | ||||
Shares issued for: Executive compensation, shares | 122,916 | ||||||
Cumulative effects of adoption of new accounting standards in prior period | (2,738,082) | (2,738,082) | |||||
Net loss | (9,402,078) | (9,402,078) | |||||
Ending balance at Dec. 31, 2019 | $ 17 | $ 1,170 | $ 30,735,815 | $ (200) | $ (38,024) | $ (31,346,431) | $ (647,653) |
Ending balance, shares at Dec. 31, 2019 | 167,972 | 11,698,697 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (9,402,078) | $ (7,177,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 495,846 | 66,236 |
Bad debt expense | 81,718 | 75,634 |
Gain on settlement of liabilities | (118,014) | (61,818) |
Gain on settlement of derivative liabilities | (103,560) | |
Change in allowance for sales returns and volume rebate | (248,049) | 190,766 |
Change in inventory reserve | (13,422) | 34,121 |
Change in fair value of derivative liabilities | (244,794) | (426,981) |
Shares issued for interest payment on notes payable | 78,223 | |
Stock compensation expense | 1,137,575 | 1,984,587 |
Other share-based payments | 48,000 | 36,000 |
Depreciation and amortization | 908,985 | 885,699 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade | 142,300 | (72,882) |
Inventories | 1,295,366 | 836,385 |
Prepaid expenses and other current assets | (446,593) | (805,365) |
Other assets | (16,129) | |
Accounts payable and accrued expenses | 2,856,106 | (671,655) |
Other short-term liabilities | 26,289 | |
Warranty reserve | (61,201) | 88,523 |
Accounts payable and accrued expenses - related parties | (977,745) | 1,571,838 |
Deferred revenues | 177,466 | (224,463) |
Other liabilities | 16,698 | |
Net cash used in operating activities | (4,263,453) | (3,774,818) |
Cash flows from investing activities: | ||
Cash receipts from acquisition | 10,261 | 1,310,334 |
Cash paid for furniture and fixtures | (3,612) | (410,138) |
Net cash provided by investing activities | 6,649 | 900,196 |
Cash flows from financing activities: | ||
Proceeds from short-term debt | 22,774,819 | 23,861,448 |
Principal payments on short-term debt | (23,328,268) | (22,499,666) |
Proceeds from subscriptions receivable | 25 | 100 |
Proceeds from convertible notes payable | 5,250,000 | |
Debt issuance cost | (213,750) | |
Proceeds from issuance of common stock | 420,000 | |
Proceeds from issuance of common stock upon exercise of options | 3 | |
Payment and change in valuation of earn-out payable - related party | (22,882) | |
Net cash provided by financing activities | 4,459,944 | 1,781,885 |
Effect of currency exchange rates | 68,395 | (16,129) |
Net increase (decrease) in cash and cash equivalents | 271,535 | (1,108,866) |
Cash and cash equivalents, beginning of the year | 901,459 | 2,010,325 |
Cash and cash equivalents, end of the year | 1,172,994 | 901,459 |
Supplemental cash flows disclosures: | ||
Cash paid for interest | 1,772,717 | 808,694 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Shares issued as consideration for acquisition of Cohuba | 1,435,176 | |
Shares issued, note payable and earnout out liability as consideration for acquisition of Qwizdom | 1,894,570 | |
Shares issued as consideration for acquisition of EOS | 354,000 | |
Settlement of related party derivative | 1,149,580 | |
Shares to settle accounts payable | 64,691 | |
Shares issued to convert notes payable - Harbor Gates | 382,525 | |
Shares issued to convert notes payable - Lind Global | 1,084,421 | |
Shares and notes payable issued as consideration for acquisition of Modern Robotics, Inc. net of cash received | 559,739 | |
Shares issued for closing fees related to outstanding notes payable - Lind Global | 368,452 | |
Shares issued to convert preferred stock | $ 8 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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”). In 2018, the Company acquired Cohuborate Ltd. (“Cohuba”), Qwizdom Inc. and its subsidiary Qwizdom UK Limited (“Qwizdom Companies”) and EOSEDU, LLC (“EOS”). In 2019, the Company acquired Modern Robotics, Inc. (“MRI”). The Company currently designs, produces and distributes interactive technology solutions to the education market. Effective April 1, 2016, we acquired Mimio. Mimio designs, produces and distributes a broad range of Interactive Classroom Technology products primarily targeted at the global K-12 education market. Mimio’s core products include interactive projectors, interactive flat panel displays, interactive touch projectors, touchboards and MimioTeach, which can turn any whiteboard interactive within 30 seconds. Mimio’s product line also includes an accessory document camera, teacher pad for remote control and an assessment system. Mimio was founded on July 11, 2013 and maintained its headquarters in Boston, Massachusetts. Manufacturing is by ODM’s and OEM’s in Taiwan and China. Mimio products have been deployed in over 600,000 classrooms in dozens of countries. Mimio’s software is provided in over 30 languages. Effective October 1, 2016, Mimio LLC was merged into our Boxlight Inc. subsidiary. Effective May 9, 2016, we acquired Genesis. Genesis is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina and eastern Tennessee. Genesis also sells our interactive solutions into the business and government markets in the United States. Effective August 1, 2016, Genesis was merged into our Boxlight Inc. subsidiary. Effective July 18, 2016, we acquired BLA and BLS (together, “Boxlight Group”). The Boxlight Group sells and distributes a suite of patented, award-winning interactive projectors that offer a wide variety of features and specifications to suit the varying needs of instructors, teachers and presenters. With an interactive projector, any wall, whiteboard or other flat surface becomes interactive. A teacher, moderator or student can use the included pens or their fingers as a mouse to write or draw images displayed on the surface. As with interactive whiteboards, interactive projectors accommodate multiple users simultaneously. Images that have been created through the projected interactive surface can be saved as computer files. The Company’s new ProjectoWrite 12 series, launched in February 2016, allows the simultaneous use of up to ten simultaneous points of touch. On May 9, 2018, and pursuant to a stock purchase agreement, Boxlight Parent acquired 100% of the capital stock of Cohuba based in Lancashire, England. Cohuba produces, sells and distributes interactive display panels designed to provide new learning and working experiences through high-quality technologies and solutions through in-room and room-to-room multi-devices multi-user collaboration. On June 22, 2018, and pursuant to a stock purchase agreement, Boxlight Parent acquired 100% of the capital stock of 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, most importantly, accelerate and improve comprehension and learning. The Qwizdom Companies have offices outside Seattle, WA and Belfast, Northern Ireland and deliver products in 44 languages to customers around the world through a network of partners. Over the last three years, over 80,000 licenses have been distributed for the Qwizdom Companies’ interactive whiteboard software and online solutions. On August 31, 2018, we purchased 100% of the membership interest equity of EOS, an Arizona limited liability company owned by Daniel and Aleksandra Leis. EOS is in the business of providing technology consulting, training, and professional development services to create sustainable programs that integrate technology with curriculum in K-12 schools and districts. On March 12, 2019, the Company entered into an asset purchase agreement with Modern Robotics Inc. (MRI), based in Miami, Florida. MRI is engaged in the business of developing, selling and distributing science, technology, engineering and math (STEM), robotics and programming solutions to the global education market. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Boxlight Parent, Boxlight Group, Mimio, Genesis, Cohuba, Qwizdom Companies, EOS and MRI. Transactions and balances among all of the companies have been eliminated. ESTIMATES AND ASSUMPTIONS The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 consolidated 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, deferred tax asset, 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. Boxlight Group’s functional currency is the British Pound. 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. Boxlight Group, whose functional currency is the British Pound, translates 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. 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 risk of loss on its cash bank accounts. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at contractual amounts, net of an allowance for doubtful accounts. The allowance for doubtful accounts represents management’s estimate of the amounts that ultimately will not 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 include 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 carrying amount or fair value less cost to sell. GOODWILL Goodwill represents the cost in excess of the fair value of the net assets of acquired businesses. Goodwill is not amortized and is not deductible for tax purposes. Under ASC 350, we have an option to perform a “qualitative” assessment of the Company to determine whether further impairment testing is necessary. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the business is less than carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. If we determine that the Company meets these criteria, we perform a qualitative assessment. In this qualitative assessment, we consider the following items: macroeconomic conditions, industry and market conditions, overall financial performance and other entity specific events. In addition, we assess whether the most recent fair value determination results in an amount that exceeds the carrying amount of the Company. Based on these assessments, we determine whether the likelihood that a current fair value determination would be less than the current carrying amount is not more likely than not. If it is determined it is not more likely than not, no further testing is required. If further testing is required, we continue with the quantitative impairment test. Because the qualitative assessment is an option, we may bypass it for any reporting unit in any period as begin our analysis with the quantitative impairment test. We may elect to perform a quantitative impairment test based on the period of time that has passed since the most recent determination of fair value, even when the we do not believe that it is more-likely-than-not that the fair value of the business is less than carrying amount. In analyzing goodwill for potential impairment in the quantitative impairment test, we use a combination of the income and market approaches to estimate the fair value. Under the income approach, we calculate the fair value based on estimated future discounted cash flows. The assumptions we use are based on what we believe a hypothetical marketplace participant would use in estimating fair value. Under the market approach, we estimate the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation and amortization for benchmark companies. If the fair value exceeds carrying value, then no further testing is required. However, if the fair value were to be less than carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value. 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 are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. DERIVATIVES The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivables and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. Debt approximates fair value due to either the short-term nature or recent execution of the debt agreement. The amount of consideration received is deemed to be the fair value of long-term debt net of any debt discount and issuance cost. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following tables set forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of December 31, 2019 and 2018: Markets for Other Significant Carrying Description (Level 1) (Level 2) (Level 3) 2019 Derivative liabilities - warrant instruments $ - $ - $ 146,604 $ 146,604 Earn-out payable 387,118 387,118 $ 533,722 $ 533,722 Markets for Other Significant Carrying Description (Level 1) (Level 2) (Level 3) 2018 Derivative liabilities - warrant instruments $ - $ - $ 326,452 $ 326,452 Earn-out payable 410,000 410,000 $ 736,452 $ 736,452 Amount Balance, December 31, 2017 $ - Earn-out payable – related party 410,000 Balance, December 31, 2018 410,000 Amount paid (22,570 ) Change in fair value of earn-out payable (312 ) Balance, December 31, 2019 $ 387,118 REVENUE RECOGNITION In accordance with the FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Nature of Products and Services and Related Contractual Provisions The Company’s sales of interactive devices, including panels, projectors, and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services with terms ranging from 36 – 60 months. Software maintenance includes technical support, product updates on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms ranging from 36-60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, access to replacement parts, and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance, and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. The Company’s installation, training and professional development services are generally sold separately from the Company’s products. Control of these services is transferred to our customers over time with hours/time incurred in providing the service being the best depiction of the transfer of services since the customer is receiving the benefit of the services as the work is performed. For the sale of third-party products and services where the Company obtains control of the products and services before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of the third-party products and services including, but not limited to, evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product or service. The Company has not historically entered into transactions where it does not take control of the product or service prior to transfer to the customer. The Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes). In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent. The taxes collected and not yet remitted to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Significant Judgments For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). The Company’s products and services included in its contracts with multiple performance obligations generally are not sold separately and there are no observable prices available to determine the SSP for those products and services. Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and margins. Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP. However, the Company does have certain performance obligations for which pricing is highly variable or uncertain, and contracts with those performance obligations generally contain multiple performance obligations with highly variable or uncertain pricing. For these contracts with performance obligations with highly variable or uncertain pricing, the Company allocates the transaction price to those performance obligations using an alternative method of allocation that is consistent with the allocation objective and the guidance on determining SSPs in Topic 606 considering, when applicable, the estimated cost to provide the performance obligation, market pricing for competing product or service offerings, residual values based on the estimated SSP for certain goods, product-specific business objectives, incremental values for bundled transactions that include a service relative to similar transactions that exclude the service, and competitor pricing and margins. A separate price has not been established by the Company for its hardware maintenance services and software maintenance services. In addition, hardware maintenance services, software solutions, and the related maintenance services are never sold separately and are proprietary in nature, and the related selling price of these products and services is highly variable or uncertain. Therefore, the SSP of these products and services is estimated using the alternative method described above, which includes residual value techniques. The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that contain the same performance obligations and are priced in a consistent manner. The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level. Contract Balances The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within 30-60 days of contract execution. Fees for installation, training, and professional development services are fixed and generally become due as the services are performed. The Company has an established history of collecting under the terms of its contracts without providing refunds or concessions to its customers. The Company’s contractual payment terms do not vary when products are bundled with services that are provided over multiple years. In these contracts where services are expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the contracts generally do not include a significant financing component. The upfront invoicing terms are designed 1) to provide customers with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred, and 2) to ensure that the customer continues to use the related services, so that the customer will receive the optimal benefit from the products over their lives. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription services. The Company has no material contract assets at January 1, 2019 or December 31, 2019. During the year ended December 31, 2019, the Company recognized $2 million of revenue that was included in the deferred revenue balance as of December 31, 2018, as adjusted for Topic 606, at the beginning of the period. Variable Consideration The Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales returns, stock rotation rights, or in connection with certain rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the distributor or reseller’s end 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. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. In addition, rebates are provided to certain customers when specified volume purchase thresholds have been achieved. The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. These estimates are generally made using the expected value method based on historical experience and are measured at each reporting date. There was no material revenue recognized in 2019 related to changes in estimated variable consideration that existed at December 31, 2018. Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting within the contract. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. Remaining performance obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the customer. As of December 31, 2019, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was approximately $4.6 million. The Company expects to recognize revenue on approximately 43% of the remaining performance obligations in 2020, 44% in 2021 and 2022, with the remainder recognized thereafter. In accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials professional services contracts). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and manner in which it is transferred to the customer. Although all product revenue is transferred to the customer at a point in time, hardware revenue is generally transferred at the point of shipment, while software is generally transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over 3-5 years from the contract execution date as measured based upon the passage of time. Year Ended December 31, 2019 Product Revenues: Hardware $ 28,840,650 Software 1,460,038 Service Revenues: Professional Services 1,208,188 Maintenance and Subscription Services 1,521,481 $ 33,030,357 Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g. a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all of the following criteria: ● The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify. ● The costs generate or enhance resources of the Company th |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
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 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, 2019, the Company had an accumulated deficit of $31,346,431 and a net working capital deficit of $7,285,224. During the year ended December 31, 2019, the Company incurred a net loss of $9,402,078 and net cash used in operations was $4,263,453. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated 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 public or private sales of equity or debt securities or from banks or other loans. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 – ACQUISITIONS The acquisition described below was accounted for as a business combination which requires, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the consolidated balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired would be recorded as goodwill. On March 12, 2019, the Company entered into an asset purchase agreement with MRI, based in Miami, Florida. MRI is engaged in the business of developing, selling and distributing science, technology, engineering and math (STEM), robotics and programming solutions to the global education market. The Company purchased the net assets of MRI in exchange for 200,000 shares of the Company’s Class A common stock and a $70,000 note payable. Assets acquired: Cash $ 10,261 Accounts receivable 6,300 Inventories 386,485 Prepaid expenses 24,413 Intangible assets 93,185 Other current asset 60,000 Total assets acquired 580,644 Total liabilities assumed (10,644 ) Net assets acquired $ 570,000 Consideration paid: Issuance of 200,000 shares of Class A common stock $ 500,000 Note payable 70,000 Total $ 570,000 On May 9, 2018, the Company acquired 100% of the share capital of Cohuba, based in Lancashire, England. Cohuba produces, sells and distributes interactive display panels designed to provide new learning and working experience through high-quality technologies and solutions through in-room and room-to-room multi-device multi-user collaboration. Although a development stage company with minimal revenues to date, we believe that Cohuba will enhance our software capability and product offerings. We purchased the Cohuba shares for 257,200 shares of the Company’s Class A common stock and 100 British pound sterling (US$138). Assets acquired: Cash $ 1,038,368 Accounts receivable 12,114 Inventory 315,438 Other current assets 22,928 Property and equipment 4,321 Intangible assets 190,430 Total assets acquired 1,583,599 Total liabilities assumed (148,285 ) Net assets acquired $ 1,435,314 Consideration paid: Issuance of 257,200 shares of Class A common stock $ 1,435,176 Cash 138 Total $ 1,435,314 On June 22, 2018, the Company acquired 100% of the share capital of Qwizdom, Inc. based in the state of Washington and its subsidiary Qwizdom UK Limited based in Northern Ireland (the “Qwizdom Companies”). We purchased the Qwizdom shares for (1) $410,000 in cash, (2) issuance of an 8% promissory note of $656,000 (3) issuance of 142,857 shares of the Company’s Class A common stock, and (4) an annual earn-out payment at maximum of $410,000 based on 16.4% of future consolidated revenues as defined in the agreement from 2018 to 2020. Assets acquired: Cash $ 239,698 Accounts receivable 662,636 Inventory 132,411 Other current assets 20,857 Property and equipment 299,525 Intangible assets 664,186 Goodwill 463,147 Total assets acquired 2,482,460 Total liabilities assumed (177,890 ) Net assets acquired $ 2,304,570 Consideration paid: Cash $ 410,000 Promissory note 656,000 Issuance of 142,857 shares of Class A common stock 828,570 Earn-out payable 410,000 Total $ 2,304,570 On August 31, 2018, the Company acquired 100% of the share capital of EOS based in Arizona. EOS is in the business of providing technology consulting, training, and professional development services to create sustainable programs that integrate technology with curriculum in K-12 schools and districts. The Company purchased the EOS shares for 100,000 shares of the Company’s Class A common stock. Assets acquired: Cash $ 32,269 Accounts receivable 89,871 Other current assets 4,543 Intangible assets 156,823 Goodwill 78,411 Total assets acquired 361,917 Total liabilities assumed (7,917 ) Net assets acquired $ 354,000 Consideration paid: Issuance of 100,000 shares of Class A common stock $ 354,000 Total $ 354,000 |
Accounts Receivable - Trade
Accounts Receivable - Trade | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable - Trade | NOTE 4 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following at December 31, 2019 and 2018: 2019 2018 Accounts receivable – trade $ 4,522,352 $ 4,658,352 Allowance for doubtful accounts (358,225 ) (276,507 ) Allowance for sales returns and volume rebates (499,070 ) (747,119 ) Accounts receivable - trade, net of allowances $ 3,665,057 $ 3,634,726 The Company wrote off accounts receivable of $89,123 and $90,890 for the years ended December 31, 2019 and 2018, respectively. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories consisted of the following at December 31, 2019 and 2018: 2019 2018 Finished goods $ 3,239,038 $ 4,135,424 Spare parts 273,080 285,575 Reserves for inventory obsolescence (193,261 ) (206,683 ) Inventories, net $ 3,318,857 $ 4,214,316 The Company wrote off inventories of $74,421 and $105,669 for the years ended December 31, 2019 and 2018, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at December 31, 2019 and 2018: 2019 2018 Prepayments to vendors $ 1,389,044 $ 1,033,896 Prepaid licenses and other 315,354 176,853 Prepaid insurance 35,255 - Prepaid local taxes 26,088 1,614 Employee receivables - 1,794 Prepaid expenses and other current assets $ 1,765,741 $ 1,214,157 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2019 and 2018: 2019 2018 Building $ 199,708 $ 199,708 Building improvements 9,086 9,086 Leasehold improvements 3,355 3,355 Office equipment 40,062 36,450 Other equipment 42,485 42,485 Property and equipment, at cost 294,696 291,084 Accumulated depreciation (87,299 ) (64,675 ) Property and equipment, net of accumulated depreciation $ 207,397 $ 226,409 For the years ended December 31, 2019 and 2018, the Company recorded depreciation expense of $22,624 and $101,133 respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 8 – INTANGIBLE ASSETS AND GOODWILL Intangible assets and goodwill consisted of the following at December 31, 2019 and 2018: Weighted Average useful lives 2019 2018 Patents 9 years $ 81,683 $ 81,683 Customer relationships 10 years 4,009,355 4,009,355 Technology 5 years 271,585 178,400 Domain 15 years 13,955 13,955 Trademarks 10 years 3,917,590 3,917,590 Intangible assets, at cost 8,294,168 8,200,983 Accumulated amortization (2,735,071 ) (1,848,710 ) Intangible assets, net of accumulated amortization $ 5,559,097 $ 6,352,273 Goodwill from acquisition of Mimio N/A $ 44,931 $ 44,931 Goodwill from acquisition of Boxlight N/A 4,137,060 4,137,060 Goodwill from acquisition of EOS N/A 78,411 78,411 Goodwill from acquisition of Qwizdom N/A 463,147 463,147 $ 4,723,549 $ 4,723,549 For the years ended December 31, 2019 and 2018, the Company recorded amortization expense of $886,361 and $784,566, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9 – DEBT The following is debt at December 31, 2019 and 2018: 2019 2018 Debt – Third Parties Note payable – Lind Global $ 4,797,221 $ - Accounts receivable financing – Sallyport Commercial 1,551,500 953,739 Note payable – Radium Capital - 725,159 Note payable – Whitebirk Finance Limited - 127,329 Note payable – Harbor Gates Capital - 500,000 Total debt – third parties 6,348,721 2,306,227 Less: Discount and issuance cost – Lind Global 611,355 Current portion of debt – third parties 4,536,227 2,306,227 Long-term debt – third parties $ 1,201,139 $ - Debt – Related Parties Note payable – Qwizdom (Darin & Silvia Beamish) 381,563 601,333 Note payable – Steve Barker $ 17,500 $ - Note payable – Logical Choice Corporation – Delaware 54,000 54,000 Note payable – Mark Elliott 23,548 50,000 Total debt – related parties 476,611 705,333 Less: current portion of debt – related parties 368,383 377,333 Long-term debt – related parties $ 108,228 $ 328,000 Total debt $ 6,213,977 $ 3,011,560 Debt - Third Parties: Lind Global Marco Fund, LP On March 22, 2019, the Company entered into a securities purchase agreement with Lind Global Marco Fund, LP (the “Investor”) that contemplates a $4,000,000 working capital financing for Boxlight Parent and its subsidiaries. The investment is in the form of a $4,400,000 principal amount convertible secured Boxlight Parent note with a maturity date of 24 months. The note is convertible at the option of the Investor into the Company’s Class A voting common stock at a fixed conversion price of $4.00 per share. The Company will have the right to force the Investor to convert up to 50% of the outstanding amount of the note if the volume weighted average closing price of our Class A common stock trades above $8.00 for 30 consecutive days; and 100% of the outstanding amount of the note if the volume weighted average closing price of our Class A common stock trades above $12.00 for 30 consecutive days. On December 13, 2019, the Company entered into a securities purchase agreement with the Investor that contemplates a $1,250,000 working capital financing for Boxlight Parent and its subsidiaries. The investment is in the form of a $1,375,000 principal amount convertible secured Boxlight Parent note with a maturity date of 24 months. The note is convertible at the option of the Investor into the Company’s Class A voting common stock at a fixed conversion price of $2.50 per share. The Company will have the right to force the Investor to convert up to 50% of the outstanding amount of the note if the volume weighted average closing price of our Class A common stock trades above $5.00 for 30 consecutive days; and 100% of the outstanding amount of the note if the volume weighted average closing price of our Class A common stock trades above $6.25 for 30 consecutive days. During 2019, the Company paid the Investor $368,452 for closing fees by issuing 177,511 shares of Class A common stock. As of December 31, 2019, the Company paid principal and interest of $977,778 and $106,643 by issuing Class A common stock to the Investor. As of December 31, 2019, outstanding principal net of debt issuance cost and discount, and accrued interest were $4,185,866 and $5,425, respectively. Principal of $3,596,083 is due within one year from December 31, 2019. 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 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 the rate of 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 daily audit fee of $950 per day. The Company granted Sallyport a security interest in all of Boxlight Inc. and Genesis’ assets. As of December 31, 2019, outstanding principal and accrued interest were $1,551,500 and $0, respectively. As of December 31, 2018, outstanding principal and accrued interest under this agreement was $953,739 and $0, respectively. For the twelve months ended December 31, 2019 and 2018, the Company incurred interest expense of $756,736 and $642,888, respectively. Radium Capital On September 20, 2018, the Company entered into an agreement for the purchase and sale of future receipts with Radium Capital. Pursuant to the agreement, Radium provided proceeds of $1,000,000 to the Company based on expected future revenue. The cost of the proceeds was 26% of the loan amount plus a $10,000 origination fee. The origination fee was recorded as original issue discount and fully amortized due to the short-term nature of the agreement. In order to repay the debt, the Company made weekly payments of $26,636 that commenced on October 3, 2018 and continued until August 28, 2019. The principal and accrued interest was paid in full in August 2019. Whitebirk Finance Limited On September 20, 2018, the Company entered into an unsecured promissory note agreement for £98,701 with Whitebirk Finance Limited. The note bears interest at a rate of 5% and matures on August 31, 2019. This note was executed to settle outstanding accounts payable between Cohuba and Whitebirk related to inventory purchases. The principal and accrued interest was paid in full in August 2019. Harbor Gates Capital On May 16, 2018, the Company entered into an unsecured promissory note agreement for $500,000 with Harbor Gates Capital. The note bore an interest rate of 7% per annum and matured on February 16, 2019. In addition, the Company issued 5,715 shares of its Class A common stock valued at $56,236 to the lender in lieu of payment of origination fees. The note was recorded at original issue discount and fully amortized because of its short-term nature. The Company failed to pay the note on the maturity date. On March 14, 2019, the note was converted into 133,750 shares of Class A common stock including the accrued interest valued at $2.86 per share. Debt - Related Parties: Long Term Note Payable- Qwizdom Shareholders On June 22, 2018, the Company issued a note to Darin and Silvia Beamish, the previous 100% shareholders of Qwizdom, in the amount of $656,000 bearing an 8% interest rate. The note was issued as a part of the purchase price pursuant to a stock purchase agreement. The principal and accrued interest of the $656,000 note is due and payable in 12 equal quarterly payments. The first quarterly payment was due September 2018 and subsequent quarterly payments are due through June 2021. Principal and accrued interest become due and payable in full upon the completion of a public offering of Class A common stock or private placement of debt or equity securities for $10,000,000 or more. As of December 31, 2019, outstanding principal and accrued interest under this note were $381,563 and $7,334, respectively. As of December 31, 2018, outstanding principal and accrued interest under this agreement was $601,333 and $12,126, respectively. Principal in the amount of $273,335 is due within a year from December 31, 2019 Note Payable – Steve Barker On March 12, 2019, the Company purchased the MRI net assets for 200,000 shares of the Company’s Class A common stock and a $70,000 note payable. As of December 31, 2019, outstanding principal and accrued interest under this agreement was $17,500 and $206, respectively. Line of Credit - Logical Choice Corporation-Delaware On May 21, 2014, the Company entered into a line of credit agreement (the “LCC Line of Credit”) with Logical Choice Corporation-Delaware (“LCC-Delaware”), the former sole member of Genesis. The LCC 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 LCC Line of Credit is currently in default. The assets of Genesis have been pledged, but subordinated to Sallyport financing, as a security interest against any advances on the line of credit. As of December 31, 2019, outstanding principal and accrued interest under this agreement was $54,000 and $26,716, respectively. As of December 31, 2018, outstanding principal and accrued interest under this agreement was $54,000 and $21,316, respectively. Note Payable – Mark Elliott On January 16, 2015, the Company issued a note to Mark Elliott, the Company’s Chief Commercial Officer, in the amount of $50,000. The note as amended was due on December 31, 2018 and bears interest at an annual rate of 10%, compounded monthly. 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. On July 3, 2018, Mark Elliott, the Company’s Chief Commercial Officer amended the note to eliminate the conversion provision of the note. As of December 31, 2019, outstanding principal and accrued interest under this note were $23,548 and $593, respectively. The note is currently in default. As of December 31, 2018, outstanding principal and accrued interest under this note were $50,000 and $19,808, respectively. Principal repayments to be made during the next five years are as follows: $ 2020 5,515,965 2021 1,309,367 2022 - 2023 - 2024 - Total 6,825,332 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 10 – DERIVATIVE LIABILITIES At December 31, 2019 and December 31, 2018, the Company had warrants that contain net cash settlement provisions or do not have fixed settlement provisions because their conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. The Company concluded that the warrants should be accounted for as derivative liabilities. In determining the fair value of the derivative liabilities, the Company used the Black-Scholes option pricing model at December 31, 2019 and 2018: December 31, 2019 Common stock issuable upon exercise of warrants 295,000 Market value of common stock on measurement date $ 1.11 Exercise price $ 1.20 Risk free interest rate (1) 1.58 % Expected life in years 2 years Expected volatility (2) 86.66 % Expected dividend yields (3) 0 % December 31, 2018 Common stock issuable upon exercise of warrants 1,129,121 Market value of common stock on measurement date $ 1.20 Exercise price $ 1.68 Risk free interest rate (1) 2.46 – 2.63 % Expected life in years 1.3 – 3.3 years Expected volatility (2) 74% – 124 % Expected dividend yields (3) 0 % (1) The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. (2) The historical trading volatility was determined by calculating the volatility of the Company’s peers’ common stock. (3) The Company does not expect to pay a dividend in the foreseeable future. The following table shows the change in the Company’s derivative liabilities rollforward for the years ended December 31, 2019 and 2018: Amount Balance, December 31, 2018 $ 326,452 Initial valuation of derivative liabilities upon issuance of warrants 64,946 Change in fair value of derivative liabilities (244,794 ) Balance, December 31, 2019 $ 146,604 Amount Balance, December 31, 2017 $ 1,857,252 Initial valuation of derivative liabilities upon issuance of warrants 149,321 Cancellation of warrants (1,253,140 ) Change in fair value of derivative liabilities (426,981 ) Balance, December 31, 2018 $ 326,452 The change in fair value of derivative liabilities includes losses from exercise price modifications. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAXES The Company operates in the United States, United Kingdom 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, 2019 and 2018, the Company has incurred net losses and, therefore, has no tax liability. The cumulative Federal net operating losses carry-forward on tax basis income was approximately $19.6 million and $13.3 million at December 31, 2019 and 2018, respectively, of which $13.3 million will expire on December 31, 2038 and $6.1 million will carryforward indefinitely. The cumulative state net operating losses carried forward was $19.8 million and $12.4 million at December 31, 2019 and 2018, respectively. The cumulative foreign net operating losses carried forward was $2.7 million and $2.7 million at December 31, 2019 and 2018, respectively. Pre-tax book loss was $9.4 million for 2019 with $9.5 million loss derived from the United States and .1 million income derived from the United Kingdom. The recoverability 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, 2019 and 2018. Revision of Prior Period Errors In connection with the preparation of the income tax provision and disclosures the Company identified errors in the amounts previously reported for cumulative net operating loss carry-forwards; t The amounts reported for the comparative period end, December 31, 2018 reflect corrections to the amounts previously reported. The net deferred tax assets remain unchanged. However, the net operating losses component of deferred tax assets reported below is $2.0 million higher than previously reported and a deferred tax asset for interest limitations of $195,000 is reported. The deferred tax asset valuation allowance reported below is $2.2 million higher than previously reported. The Company, in consultation with the Audit Committee of the Board of Directors, evaluated the effect of these adjustments on the Company’s consolidated financial statements under ASC 250, Accounting Changes and Error Corrections Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The Company is subject to United States federal, state and international 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): 2019 2018 (as Restated) Income tax benefit computed at the statutory rate $ (1,975,000 ) $ (1,507,000 ) State tax benefit (259,000 ) (154,000 ) Rate changes and differentials (23,000 ) (105,000 ) Other (1,000 ) (18,000 Non-deductible expenses 386,000 503,000 Change in valuation allowance 1,872,000 1,281,000 Provision for income taxes $ - $ - 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, 2019 December 31, 2018 (As Restated) Depreciation and amortization expenses $ 14,000 $ 26,000 Non-deductible accruals and allowances 310,000 438,000 Others 17,000 31,000 Interest expense limitation 640,000 195,000 Net operating loss carry-forwards 5,646,000 4,065,000 Valuation allowance (6,627,000 ) (4,755,000 ) Net deferred income tax assets $ - $ - The tax years from 2015 to 2019 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company has not identified any uncertain tax positions at this time. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | NOTE 12 – 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 non-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 initial public offering (“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 converted into 398,406 shares of Class A common stock. On August 5, 2019, 82,028 of these preferred shares were converted into 130,721 shares of Class A common stock. Common Stock 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 December 31, 2019, and December 31, 2018, the Company had 11,698,697 and 10,176,433 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding at December 31, 2019 and December 31, 2018. Issuance of common stock Issuances in 2019: During the year ended December 31, 2019, the Company issued 21,704 shares of common stock in lieu of payment for services with an aggregate amount of $48,000. During the year ended December 31, 2019, the Company issued 141,186 shares of common stock in lieu of payment of the closing fees of the convertible debt with an aggregate amount of $292,518 to Lind Global. During the year ended December 31, 2019, the company issued 735,662 shares of commons stock in lieu of principal and interest payment of notes payable with an aggregate amount of $1,084,420 to Lind Global. On March 12, 2019, the Company issued 200,000 shares of common stock to the shareholder of Modern Robotics, Inc. valued at $2.50 per share, related to the asset purchases agreement. On March 14, 2019, the Company issued 133,750 shares of common stock valued at $2.86 per share to Harbor Gates Capital to settle the $500,000 outstanding convertible note including accrued interest. On August 6, 2019, the Company issued 122,916 shares of common stock valued at $2.40 per share as part of executive compensation. On August 6, 2019, the Company issued 130,721 shares of common stock to convert 82,028 shares of preferred stock issued to Vert Capital for the acquisition of Genesis. On October 22, 2019, the Company issued 36,325 shares of common stock valued at $2.09 per share in pursuant of the “Make Whole Share” clause related to the convertible debt issued to Lind Global on March 22, 2019. Exercise of stock options No options to purchase common stock were exercised during the twelve months ended December 31, 2019. Issuances in 2018: On January 8, 2018, the Company issued 60,000 shares of common stock to K Laser valued at $7.00 per share for cash of $420,000. On April 13, 2018, the Company issued 1,015 shares of common stock at $3.94 to a consultant in lieu of payment for services. On May 9, 2018, the Company issued 257,200 shares of common stock to the shareholders of Cohuba valued at $5.58 per share related to the acquisition of 100% of Cohuborate, Ltd. On May 15, 2018, the Company issued 416 shares of common stock to Tysadco Partners valued at $9.62 per share in lieu of payment of professional fees. On May 16, 2018, the Company issued 5,715 shares of common stock to a third-party lender valued at $9.84 per share in lieu of payment of origination fees. On June 15, 2018, the Company issued 694 shares of common stock to Tysadco Partners valued at $5.76 per share in lieu of payment of professional fees. On June 22, 2018, the Company issued 142,857 shares of common stock to the shareholders of Qwizdom, Inc. valued at $5.80 per share related to the acquisition of 100% of Qwizdom. On July 15, 2018, the Company issued 962 shares of Class A common stock at $4.16 per share to a consultant in lieu of payment for services. On August 15, 2018, the Company issued 806 shares of Class A common stock at $4.96 per share to a consultant in lieu of payment for services. On August 20, 2018, the Company issued 10,968 shares of Class A common stock at $3.71 per share to a vendor for the settlement of accounts payable. On August 31, 2018, the Company issued 100,000 shares of common stock to the shareholders of EOSEDU, LLC valued at $3.54 per share related to the acquisition of 100% of EOS. On September 14, 2018, the Company issued 1,290 shares of Class A common stock at $3.10 per share to a consultant in lieu of payment for services. On October 15, 2018, the Company issued 1,960 shares of Class A common stock at $2.04 per share to a consultant in lieu of payment for services. On November 15, 2018, the Company issued 1,970 shares of Class A common stock at $2.03 per share to a consultant in lieu of payment for services. On December 17, 2018, the Company issued 2,381 shares of Class A common stock at $1.68 per share to a consultant in lieu of payment for services. 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 collective exercise price. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation | NOTE 13 – STOCK COMPENSATION 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 2,690,438 shares. Grants made under this plan must be approved by the Company’s Board of Directors. As of December 31, 2019, the Company had 305,749 shares reserved for issuance under the plan. 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 immediately vested to four-year vesting periods and expire five 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 compensation expense. We record compensation expense based on the estimated fair value of the awards which 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, 2019 and 2018: Number of Units Weighted Weighted Average Outstanding, December 31, 2017 812,574 $ 3.01 5.64 Granted 1,019,500 $ 5.08 Exercised (29,200 ) $ 0.0001 Cancelled (84,850 ) $ 4.81 Outstanding, December 31, 2018 1,718,024 $ 4.18 4.64 Granted 802,882 $ 1.84 Exercised - $ - Cancelled (136,218 ) $ 4.86 Outstanding, December 31, 2019 2,384,688 $ 3.35 4.15 Exercisable, December 31, 2019 1,652,995 $ 3.27 3.70 The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option pricing model. As of December 31, 2019 and 2018, the options had an intrinsic value of approximately $0.4 million and $0.5 million, respectively. Issuances in 2019: On January 2, 2019, the Company granted 100,000 stock options each, for a total of 300,000 options to purchase common stock, to its President, Chief Executive Officer and Chief Operating Officer with an exercise price of $1.30 per share, which options vest monthly over one-year period. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $186,411 on the grant date. On March 12, 2019, the Company issued 20,000 stock options to Steve Barker, Vice President of Robotics at Boxlight with an exercise price of $2.50 per share. The expiration date of these options is ten years from the grant date. These options had an aggregate fair value of approximately $31,436 on the grant date. On June 22, 2019, the Company granted 60,000 stock options to employees from the Qwizdom acquisition with an exercise price of $2.85 per share vesting annually over four years commencing June 22, 2020 as part of their compensation. The expiration date of these options is ten years from grant date. These options have an aggregate fair value of approximately $106,861on the grant date. On August 6, 2019, the Company granted an aggregate of 131,250 stock options to its directors with an exercise price of $2.40 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 $146,380 on the grant date that was calculated using the Black-Scholes option-pricing model. On September 17, 2019, the Company granted 32,000 stock options to employees from the EOS acquisition with an exercise price of $2.09 per share vesting annually over four years commencing September 17, 2020 as part of their compensation. The expiration date of these options is ten years from grant date. These options have an aggregate fair value of approximately $41,811on the grant date. On October 1, 2019, the Company granted an aggregate of 207,000 stock options to its employees with an exercise price of $1.84 per share vesting quarterly in equal installments over a period of four years. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $200,993 on the grant date. On October 15, 2019, the Company granted 52,632 stock options to one of its Board of Directors with an exercise price of $1.9 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 $46,593 on the grant date. Variables used in the Black-Scholes option-pricing model for options granted during the nine months ended December 31, 2019 include: (1) discount rate of 1.51 - 2.47% (2) expected life, using a simplified method, of 3 to 6 years, (3) expected volatility of 69 - 70%, and (4) zero expected dividends. Issuances in 2018: 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 aggregate fair value of approximately $689,000 on the grant date. 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. 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. 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 aggregate fair value of approximately $65,000 on the grant date. 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. On June 22, 2018, the Company granted 60,000 stock options to employees from the Qwizdom acquisition with an exercise price of $5.78 per share vesting annually over four years commencing June 22, 2019. The expiration date of these options is ten years from the grant date. These options have an aggregate fair value of approximately $214,000 on the grant date. On September 17, 2018, the Company granted 32,000 stock options to employees from the EOS acquisition with an exercise price of $3.08 per share vesting annually over four years commencing September 17, 2019. The expiration date of these options is ten years from the grant date. These options have an aggregate fair value of approximately $63,000 on the grant date. Variables used in the Black-Scholes option-pricing model for options granted during the year ended December 31, 2018 include: (1) discount rate of 2.01% – 2.89% (2) expected life, using simplified method, of 3 – 6 years, (3) expected volatility of 66% – 71%, and (4) zero expected dividends. Warrants Following is a summary of the warrant activities during the years ended December 31, 2019 and 2018: Number of Units Weighted Weighted Average Outstanding, December 31, 2017 1,070,717 7.57 2.12 Granted 402,657 $ 1.70 - Cancelled (289,253 ) $ 3.94 1.50 Outstanding, December 31, 2018 1,184,121 $ 1.90 1.63 Granted 187,038 $ 1.50 - Cancelled (1,021,159 ) $ 1.25 - Outstanding, December 31, 2019 350,000 $ 2.20 2.11 Exercisable, December 31, 2019 347,187 $ 2.16 2.11 2019 Warrants On March 12, 2019, the Company issued 30,000 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares to either raise additional capital or complete an acquisition. The warrants were issued in relation to acquisition of MRI. On March 14, 2019, the Company issued 20,063 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares to either raise additional capital or complete an acquisition. The warrants were issued in relation to converting the debt from Harbor Gates. On March 22, 2019, the Company issued 10,765 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares to either raise additional capital or complete an acquisition. The warrants were issued in relation to raising capital through loan with Lind Partner. On October 22, 2019, the Company issued 25,398 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares in repayment of outstanding debt. The warrants were issued in relation to paying principal and interest of notes payable to Lind Partner. On November 13, 2019, the Company issued 24,892 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares in repayment of outstanding debt. The warrants were issued in relation to paying principal and interest of notes payable to Lind Partner. On December 3, 2019, the Company issued 29,172 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares in repayment of outstanding debt. The warrants were issued in relation to paying principal and interest of notes payable to Lind Partner. On December 13, 2019, the Company issued 10,413 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares to either raise additional capital or complete an acquisition. On December 27, 2019, the Company issued 36,337 warrants to Dynamic Capital, the warrants were issued in accordance with the terms of the warrant agreement that required the issuance of additional shares when the Company issues shares in repayment of outstanding debt. The warrants were issued in relation to paying principal and interest of notes payable to Lind Partner. An aggregate amount of 1,021,159 warrants that was previously issued to Dynamic Capital were deemed expired as of December 31, 2019. Variables used in the binomial and Black-Scholes option-pricing model for warrants granted during the year ended December 31, 2019 include: (1) discount rate of 1.55-2.52% (2) expected life of 0.05-2.00 years, (3) expected volatility of 54-120%, and (4) zero expected dividends. As of December 31, 2019, the warrants had an intrinsic value of $0. 2018 Warrants On April 2, 2018, the Company issued a warrant to purchase 5,000 shares of Class A common stock at a strike price of $4.76 per share to a consultant. The warrant will vest on a quarterly basis over 4 years beginning September 30, 2018. The expiration date is 5 years from the issue date. These warrants have an aggregate fair value of approximately $12,000 on the grant date that was calculated using the Black-Scholes option-pricing model. On May 31, 2018, the Company cancelled warrants to purchase 289,253 shares of Class A common stock at a strike price of $3.94 per share. The Company recorded additional contribution of $1,149,580 and gain from settlement of liabilities of $103,560 in connection with the cancellation. On June 21, 2018, the Company issued warrants to purchase 270,000 and 25,000 shares of Class A common stock at a strike price of $6.00 per share to Canaan Parish, an entity controlled by our president, and a consultant, respectively, for future advisory services. The warrants are exercisable by the holder only after October 1, 2018 and expire on December 31, 2021. These warrants have an aggregate fair value of approximately $930,000 on the grant date that was calculated using the Black-Scholes option-pricing model. These warrants contain non-fixed settlement provision that the exercise price can be lower when a qualified event occur as defined in the agreement. The Company concluded that the instruments are accounted for as derivative liabilities. See Note 11. During the year ended, the Company recorded approximately $62,000 compensation and derivative liabilities based on vesting term. In 2018, the Company issued 86,511 and 16,146 warrants to Dynamic Capital and Canaan Parish, respectively. The warrants were issued in accordance with the terms of the warrant agreements that required the issuance of additional shares when the Company issues shares to either raise additional capital or complete an acquisition. During the year ended December 31, 2018, 1,129,121 warrants’ exercise prices were reset to $1.68 per share, respectively, upon a qualified event as defined in the agreements. Variables used in the binomial and Black-Scholes option-pricing model for warrants granted during the year ended December 31, 2018 include: (1) discount rate of 2.46% – 2.63% (2) expected life of 1.00 – 3.00 years, (3) expected volatility of 71% – 74%, and (4) zero expected dividends. As of December 31, 2018, the warrants had an intrinsic value of $0. The warrants granted to Dynamic, Canaan Parish and Lackamoola contain net cash settlement provisions and do not have fixed settlement provisions because their exercise prices may be lowered if the Company issues securities at lower prices in the future. The Company concluded that the instruments are accounted for as derivative liabilities because of the net cash and non-fixed settlement provisions. Stock compensation expense For the year ended December 31, 2019 and 2018, the Company recorded the following stock compensation in general and administrative expense: 2019 2018 Stock options $ 777,632 $ 1,835,293 Warrants 64,945 149,294 Class A common stock grants 294,998 - Total stock compensation expense $ 1,137,575 $ 1,984,587 As of December 31, 2019, there was approximately $1.3 million of unrecognized compensation expense related to unvested options, which will be amortized over the remaining vesting period. Of that total, approximately $0.7 million is estimated to be recorded as compensation expense in 2020. |
Other Related Party Transaction
Other Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | NOTE 14 – OTHER RELATED PARTY TRANSACTIONS Management Agreement On November 30, 2017, the Company entered into a management agreement with Dynamic Capital, LLC, a Nevada limited liability company owned by the AEL Irrevocable Trust and managed by Adam Levin (“Dynamic Capital”). Pursuant to the agreement, Dynamic Capital was to perform consulting services for the Company relating to, among other things, sourcing and analyzing strategic acquisitions and introductions to various financing sources. In consideration for its services, Dynamic Capital was to 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 was subject to a cap of $750,000 in each of 2017 and 2018. As of December 31, 2019, and December 31, 2018, the Company had a payable to Dynamic Capital $0 and $425,619, respectively. The remaining annual fee for the amount of $99,950 was paid on May 7, 2019. On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our President and Director, Michael Pope. The Management Agreement is separate and apart from Mr. Pope’s employment agreement with the Company’s Management Agreement, 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 years ended December 31, 2019 and 2018, the Company had purchases of $900,434 and $4,203,800 respectively, from EDI. For the years ended December 31, 2019 and 2018, the Company had sales of $51,228 and $19,167, respectively, to EDI. As of December 31, 2019, and 2018, the Company had accounts payable to EDI of approximately of $5,037,569 and $5,491,616 respectively, to EDI. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Operating Lease Commitments The Company leases four office spaces under non-cancelable lease agreements. The leases provide that the Company pay 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, 2019 are as follows: Year ending December 31, Amount 2020 $ 418,180 2021 369,914 2022 135,239 Minimum Lease Payments $ 923,333 The Company also has another office lease on a month-to-month basis. For the years ended December 31, 2019 and 2018, aggregate rent expense was approximately $444,810 and $357,244, respectively. |
Customer and Supplier Concentra
Customer and Supplier Concentration | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Customer and Supplier Concentration | NOTE 16 – 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 with a few customers for the years ended December 31, 2019 and 2018: Customer Total revenues Accounts Total revenues Accounts 1 14 % $ 184,000 39 % $ 1,495,000 2 13 % 605,000 3 12 % 235,000 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 a few vendors for the years ended December 31, 2019 and 2018: Vendor Total purchases Accounts payable Total purchases from the vendor to Accounts payable 1 32 % $ 1,359,000 33 % $ (282,000 ) 2 30 % $ (17,000 ) 3* 17 % $ 5,492,000 * 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 | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS On April 17, 2020, the Company, consummated the transactions contemplated by an asset purchase agreement, dated February 4, 2020 (the “Asset Purchase Agreement”), with MyStemKits, Inc., a Delaware corporation (“MyStemKits”), and STEM Education Holdings, Pty, an Australian corporation (“STEM”) which is the sole shareholder of MyStemKits. Pursuant to the Asset Purchase Agreement, Boxlight acquired the assets, and assumed certain liabilities, of MyStemKits in exchange for a purchase price of $600,000 (the “Purchase Price”). Pursuant to a letter agreement, dated April 17, 2020 (the “Letter Agreement”), between MyStemKits, Boxlight and the Company, the form of payment of the $600,000 Purchase Price was adjusted so that: (i) $100,000 is cash payable at closing, (ii) $150,000 is payable in the form of a working capital credit and inventory adjustment, and (iii) the balance is payable in the form of a $350,000 purchase note (the “Purchase Note”) payable in four equal installments of $87,500 (the “Installment Payments”) on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. Further, acknowledging the ongoing COVID-19 pandemic, the Letter Agreement states that potential adjustments may be made to the Installment Payments due on July 31, 2020 and October 31, 2020 in the event the actual gross revenue of MyStemKits continues to be materially below budget. On April 15, 2020, the 2014 Stock Option plan was amended, wherein the Board of Directors approved the addition of 3,700,000 shares available for grant to directors, officers and employees. On April 15, 2020, the Company granted an aggregate of 670,000 stock options in total to its employees with an exercise price of $.70 per share vesting monthly 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 $362,891 on the grant date. On April 15, 2020, the Company granted 1,400,000 stock options to its executive team including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and SVP of Sales and Marketing with an exercise price of $.70 per share vesting monthly over four years. The expiration date of these options is five years from the grant date. These options had an aggregate fair value of approximately $758,280 on the grant date. On April 15, 2020, the Company granted 480,000 stock options to its Board of Directors with an exercise price of $.70 per share vesting monthly 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 $259,982 on the grant date. On April 10, 2020, the Company announced that Mr. Daniel Leis has been appointed to the position of Senior Vice President Global Sales and Marketing, Mr. Leis will receive a salary of $121,000 per year, along with a target commission of $129,000 per year. On March 20, 2020, the Company entered into an employment agreement with Mr. Michael Pope as the Chairman and Chief Executive Officer, Mr. Pope will receive 186,484 shares of the Company’s restricted Class A common stock, which shares will vest in equal installments over a period of 12 months. On March 13, 2020, the Company entered into an agreement with Everest Display, Inc. (EDI), to which EDI will forgive $2,000,000 in accounts payable owed by the Company to EDI in exchange for the Company’s issuance of 1,333,333 shares of its Class A common stock, at $1.50 per share. On February 4, 2020, the Company and Lind Global Macro Fund, LP, a Delaware limited partnership (“Lind”), entered into a securities purchase agreement (the “SPA”) pursuant to which the Company is to receive on February 6, 2020 $750,000 in exchange for the issuance to Lind of (1) an $825,000 convertible promissory note, payable at an 8% interest rate, compounded monthly (the “2020 Note”), (2) certain shares of restricted Class A common stock valued at $60,000, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended February 4, 2020, and (3) a commitment fee of $26,250. The Note matures over 24 months, with repayment to commence August 4, 2020, after which time the Company will be obligated to make monthly payments of $45,833.33 (the “Monthly Payments”), plus interest. Interest payments owed under the Note (the “Interest Payments”) shall accrue beginning on the one month anniversary of the issuance of the Note, however such Interest Payments shall accrued during the first six months of the Note, after which time the Interest Payments, including such accrued Interest Payments, shall be payable on a monthly basis in either conversion shares or in cash On January 13, 2020, the Company entered into an employment agreement with Mr. Harold Bevis as the Chief Operating Officer, Mr Bevis received 506,355 restricted shares of the Company’s common stock. On March 20, 2020, Mr. Bevis resigned as the Chief Executive Officer. Mr. Bevis’ shares were forfeited and none vested during his time as the Chief Executive Officer. On January 13, 2020, the Company granted 50,000 stock options to Mark Elliott as part of the new employment agreement as the Chief Commercial Officer with an exercise price of $1.20 per share, which options vest monthly over one-year period. The expiration date of these options is five years from the grant date. This options had a fair value of $46,700 on the grant date that was calculated using the Black-Scholes option-pricing model. On January 2, 2020, the Company granted 100,000 stock options each, for a total of 300,000 options to purchase common stock, to its President, Chairman and Chief Executive Officer, Chief Commercial Officer and Chief Operating Officer with an exercise price of $1.30 per share, which options vest monthly over one-year period. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $268,512 on the grant date that was calculated using the Black-Scholes option-pricing model. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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”). In 2018, the Company acquired Cohuborate Ltd. (“Cohuba”), Qwizdom Inc. and its subsidiary Qwizdom UK Limited (“Qwizdom Companies”) and EOSEDU, LLC (“EOS”). In 2019, the Company acquired Modern Robotics, Inc. (“MRI”). The Company currently designs, produces and distributes interactive technology solutions to the education market. Effective April 1, 2016, we acquired Mimio. Mimio designs, produces and distributes a broad range of Interactive Classroom Technology products primarily targeted at the global K-12 education market. Mimio’s core products include interactive projectors, interactive flat panel displays, interactive touch projectors, touchboards and MimioTeach, which can turn any whiteboard interactive within 30 seconds. Mimio’s product line also includes an accessory document camera, teacher pad for remote control and an assessment system. Mimio was founded on July 11, 2013 and maintained its headquarters in Boston, Massachusetts. Manufacturing is by ODM’s and OEM’s in Taiwan and China. Mimio products have been deployed in over 600,000 classrooms in dozens of countries. Mimio’s software is provided in over 30 languages. Effective October 1, 2016, Mimio LLC was merged into our Boxlight Inc. subsidiary. Effective May 9, 2016, we acquired Genesis. Genesis is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina and eastern Tennessee. Genesis also sells our interactive solutions into the business and government markets in the United States. Effective August 1, 2016, Genesis was merged into our Boxlight Inc. subsidiary. Effective July 18, 2016, we acquired BLA and BLS (together, “Boxlight Group”). The Boxlight Group sells and distributes a suite of patented, award-winning interactive projectors that offer a wide variety of features and specifications to suit the varying needs of instructors, teachers and presenters. With an interactive projector, any wall, whiteboard or other flat surface becomes interactive. A teacher, moderator or student can use the included pens or their fingers as a mouse to write or draw images displayed on the surface. As with interactive whiteboards, interactive projectors accommodate multiple users simultaneously. Images that have been created through the projected interactive surface can be saved as computer files. The Company’s new ProjectoWrite 12 series, launched in February 2016, allows the simultaneous use of up to ten simultaneous points of touch. On May 9, 2018, and pursuant to a stock purchase agreement, Boxlight Parent acquired 100% of the capital stock of Cohuba based in Lancashire, England. Cohuba produces, sells and distributes interactive display panels designed to provide new learning and working experiences through high-quality technologies and solutions through in-room and room-to-room multi-devices multi-user collaboration. On June 22, 2018, and pursuant to a stock purchase agreement, Boxlight Parent acquired 100% of the capital stock of 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, most importantly, accelerate and improve comprehension and learning. The Qwizdom Companies have offices outside Seattle, WA and Belfast, Northern Ireland and deliver products in 44 languages to customers around the world through a network of partners. Over the last three years, over 80,000 licenses have been distributed for the Qwizdom Companies’ interactive whiteboard software and online solutions. On August 31, 2018, we purchased 100% of the membership interest equity of EOS, an Arizona limited liability company owned by Daniel and Aleksandra Leis. EOS is in the business of providing technology consulting, training, and professional development services to create sustainable programs that integrate technology with curriculum in K-12 schools and districts. On March 12, 2019, the Company entered into an asset purchase agreement with Modern Robotics Inc. (MRI), based in Miami, Florida. MRI is engaged in the business of developing, selling and distributing science, technology, engineering and math (STEM), robotics and programming solutions to the global education market. |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Boxlight Parent, Boxlight Group, Mimio, Genesis, Cohuba, Qwizdom Companies, EOS and MRI. Transactions and balances among all of the companies have been eliminated. |
Estimates and Assumptions | ESTIMATES AND ASSUMPTIONS The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 consolidated 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, deferred tax asset, 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. Boxlight Group’s functional currency is the British Pound. 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. Boxlight Group, whose functional currency is the British Pound, translates 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. |
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 risk 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 contractual amounts, net of an allowance for doubtful accounts. The allowance for doubtful accounts represents management’s estimate of the amounts that ultimately will not 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 include 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. |
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 carrying amount or fair value less cost to sell. |
Goodwill | GOODWILL Goodwill represents the cost in excess of the fair value of the net assets of acquired businesses. Goodwill is not amortized and is not deductible for tax purposes. Under ASC 350, we have an option to perform a “qualitative” assessment of the Company to determine whether further impairment testing is necessary. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the business is less than carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. If we determine that the Company meets these criteria, we perform a qualitative assessment. In this qualitative assessment, we consider the following items: macroeconomic conditions, industry and market conditions, overall financial performance and other entity specific events. In addition, we assess whether the most recent fair value determination results in an amount that exceeds the carrying amount of the Company. Based on these assessments, we determine whether the likelihood that a current fair value determination would be less than the current carrying amount is not more likely than not. If it is determined it is not more likely than not, no further testing is required. If further testing is required, we continue with the quantitative impairment test. Because the qualitative assessment is an option, we may bypass it for any reporting unit in any period as begin our analysis with the quantitative impairment test. We may elect to perform a quantitative impairment test based on the period of time that has passed since the most recent determination of fair value, even when the we do not believe that it is more-likely-than-not that the fair value of the business is less than carrying amount. In analyzing goodwill for potential impairment in the quantitative impairment test, we use a combination of the income and market approaches to estimate the fair value. Under the income approach, we calculate the fair value based on estimated future discounted cash flows. The assumptions we use are based on what we believe a hypothetical marketplace participant would use in estimating fair value. Under the market approach, we estimate the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation and amortization for benchmark companies. If the fair value exceeds carrying value, then no further testing is required. However, if the fair value were to be less than carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value. |
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 are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. |
Derivatives | DERIVATIVES The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivables and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. Debt approximates fair value due to either the short-term nature or recent execution of the debt agreement. The amount of consideration received is deemed to be the fair value of long-term debt net of any debt discount and issuance cost. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following tables set forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of December 31, 2019 and 2018: Markets for Other Significant Carrying Description (Level 1) (Level 2) (Level 3) 2019 Derivative liabilities - warrant instruments $ - $ - $ 146,604 $ 146,604 Earn-out payable 387,118 387,118 $ 533,722 $ 533,722 Markets for Other Significant Carrying Description (Level 1) (Level 2) (Level 3) 2018 Derivative liabilities - warrant instruments $ - $ - $ 326,452 $ 326,452 Earn-out payable 410,000 410,000 $ 736,452 $ 736,452 Amount Balance, December 31, 2017 $ - Earn-out payable – related party 410,000 Balance, December 31, 2018 410,000 Amount paid (22,570 ) Change in fair value of earn-out payable (312 ) Balance, December 31, 2019 $ 387,118 |
Revenue Recognition | REVENUE RECOGNITION In accordance with the FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Nature of Products and Services and Related Contractual Provisions The Company’s sales of interactive devices, including panels, projectors, and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services with terms ranging from 36 – 60 months. Software maintenance includes technical support, product updates on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms ranging from 36-60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, access to replacement parts, and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance, and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. The Company’s installation, training and professional development services are generally sold separately from the Company’s products. Control of these services is transferred to our customers over time with hours/time incurred in providing the service being the best depiction of the transfer of services since the customer is receiving the benefit of the services as the work is performed. For the sale of third-party products and services where the Company obtains control of the products and services before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of the third-party products and services including, but not limited to, evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product or service. The Company has not historically entered into transactions where it does not take control of the product or service prior to transfer to the customer. The Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes). In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent. The taxes collected and not yet remitted to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Significant Judgments For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). The Company’s products and services included in its contracts with multiple performance obligations generally are not sold separately and there are no observable prices available to determine the SSP for those products and services. Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and margins. Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP. However, the Company does have certain performance obligations for which pricing is highly variable or uncertain, and contracts with those performance obligations generally contain multiple performance obligations with highly variable or uncertain pricing. For these contracts with performance obligations with highly variable or uncertain pricing, the Company allocates the transaction price to those performance obligations using an alternative method of allocation that is consistent with the allocation objective and the guidance on determining SSPs in Topic 606 considering, when applicable, the estimated cost to provide the performance obligation, market pricing for competing product or service offerings, residual values based on the estimated SSP for certain goods, product-specific business objectives, incremental values for bundled transactions that include a service relative to similar transactions that exclude the service, and competitor pricing and margins. A separate price has not been established by the Company for its hardware maintenance services and software maintenance services. In addition, hardware maintenance services, software solutions, and the related maintenance services are never sold separately and are proprietary in nature, and the related selling price of these products and services is highly variable or uncertain. Therefore, the SSP of these products and services is estimated using the alternative method described above, which includes residual value techniques. The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that contain the same performance obligations and are priced in a consistent manner. The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level. Contract Balances The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within 30-60 days of contract execution. Fees for installation, training, and professional development services are fixed and generally become due as the services are performed. The Company has an established history of collecting under the terms of its contracts without providing refunds or concessions to its customers. The Company’s contractual payment terms do not vary when products are bundled with services that are provided over multiple years. In these contracts where services are expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the contracts generally do not include a significant financing component. The upfront invoicing terms are designed 1) to provide customers with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred, and 2) to ensure that the customer continues to use the related services, so that the customer will receive the optimal benefit from the products over their lives. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription services. The Company has no material contract assets at January 1, 2019 or December 31, 2019. During the year ended December 31, 2019, the Company recognized $2 million of revenue that was included in the deferred revenue balance as of December 31, 2018, as adjusted for Topic 606, at the beginning of the period. Variable Consideration The Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales returns, stock rotation rights, or in connection with certain rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the distributor or reseller’s end 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. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. In addition, rebates are provided to certain customers when specified volume purchase thresholds have been achieved. The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. These estimates are generally made using the expected value method based on historical experience and are measured at each reporting date. There was no material revenue recognized in 2019 related to changes in estimated variable consideration that existed at December 31, 2018. Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting within the contract. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. Remaining performance obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the customer. As of December 31, 2019, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was approximately $4.6 million. The Company expects to recognize revenue on approximately 43% of the remaining performance obligations in 2020, 44% in 2021 and 2022, with the remainder recognized thereafter. In accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials professional services contracts). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and manner in which it is transferred to the customer. Although all product revenue is transferred to the customer at a point in time, hardware revenue is generally transferred at the point of shipment, while software is generally transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over 3-5 years from the contract execution date as measured based upon the passage of time. Year Ended December 31, 2019 Product Revenues: Hardware $ 28,840,650 Software 1,460,038 Service Revenues: Professional Services 1,208,188 Maintenance and Subscription Services 1,521,481 $ 33,030,357 Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g. a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all of the following criteria: ● The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify. ● The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future. ● The costs are expected to be recovered. Certain sales commissions incurred by the Company were determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would have been recognized over a period that is one year or less, the Company elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense, and are included in prepaid and other assets and other assets, respectively, in the accompanying consolidated balance sheets. Total deferred commissions at December 31, 2018 and 2019 and the related amortization for 2019 were less than $0.1 million. No impairment losses were recognized during 2018 or 2019. The Company has not historically incurred any material fulfillment costs that meet the criteria for capitalization. Immaterial Correction of Errors In connection with the identification of performance obligations for the initial application of Topic 606, the Company discovered errors in prior periods under ASC 985-605, Software Revenue Recognition Revenues and income for year ended December 31, 2018 were overstated by $245,000 and deferred revenue was understated by $322,000 at December 31, 2018. Topic 606, when applied to historical periods, results in the recognition of a significant amount of the revenue identified in the overstatement under ASC 985-605; the amount allocated to license fees for functional software is recognized at the point in time the customer obtains control of the license under the new standard. The overall adoption of Topic 606 for all goods and services transferred under contracts with customers resulted in an increase of deferred revenue of $3.3 million which was recognized in the cumulative effect of initially applying Topic 606 at January 1, 2019. The increase in deferred revenue for the initial application of Topic 606 includes the out-of-period adjustment for the implied PCS portion of the understatement discussed above which is estimated to be $123,000. This represents the unrecognized revenue for implied PCS under both ASC 985-605 and Topic 606. The Company, in consultation with the Audit Committee of the Board of Directors, evaluated the effect of these adjustments on the Company’s consolidated financial statements under ASC 250, Accounting Changes and Error Corrections Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements During 2018, revenue was comprised of product sales and service revenue, net of sales returns, early payment discounts, and volume rebate payments paid to the value-added resellers (“VARs”). The Company recognized revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability was reasonably assured Product revenue is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from 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 contracted 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 services to third parties and recognizes revenue upon completion of the services. The Company also performs training and professional development services and recognizes revenue upon completion of the training sessions. The Company evaluates the criteria outlined in Topic 606, 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 does enter into some bill and hold arrangements with customers. Each arrangement is reviewed and revenue is recognized only when the following criteria have been met: (1) the risk of ownership has passed to the buyer (2) the customer must have made a fixed commitment to purchase the goods (3) the buyer must request the transaction to be on a bill and hold basis and have a substantial business purpose for the request (4) there must be a fixed schedule for delivery (5) no remaining performance obligations and (6) goods are complete and ready to ship and segregated from inventory. The Company 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 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. |
Warranty Reserve | WARRANTY RESERVE For customers that do not purchase hardware maintenance services, the Company generally provides warranty coverage on projectors and accessories, batteries and computers. This warranty coverage does not exceed 24 months, and the Company establishes a liability for estimated product warranty costs, included in other short-term liabilities in the consolidated statements of operations, at the time the related product revenue is recognized. The warranty obligation is affected by historical 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. |
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. |
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. |
Stock Compensation | STOCK COMPENSATION The Company estimates the fair value of each stock 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 stock compensation expense is recognized based on the estimated fair value of the awards which is amortized as compensation exepense on a straight-line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of the options that are forfeited by the employees that leave the Company prior to vesting. |
Subsequent Events | 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 FASB issued Topic 606, which replaced the previous revenue recognition guidance. The Company adopted Topic 606 effective January 1, 2019 using the modified retrospective transition method. Under this method, the Company elected to apply the cumulative effect method to all customer contracts as of the adoption date. The impact to revenue in 2019 as a result of the adoption of Topic 606 was approximately $0.6 million, which is the result of the identification of additional units of accounting or performance obligations upon adoption of Topic 606. Specifically, the Company identified software (previously combined with hardware for accounting purposes), the related software maintenance, and hardware maintenance (previously accounted for under guidance applicable to extended warranties) as units of accounting. Under prior GAAP, no portion of the transaction price was allocated to, and therefore, no revenue was recognized upon the transfer of these products and services. While revenue related to software may only be deferred for up to a few days relative to the timing of revenue recognition under prior GAAP, software maintenance and hardware maintenance revenue will now be recognized over a period of 3-5 years based on the specified term in the contract or the estimated service term, if not specified. As a result, the cumulative impact due to the adoption of Topic 606 on the opening consolidated balance sheet was a decrease in opening retained earnings, with an increase in deferred commissions, an increase in deferred revenue, and a decrease in accrued warranty costs. The accompanying consolidated balance sheet and the consolidated statements of operations and cash flows for year ended December 31, 2018 have not been revised for the effects of Topic 606 and are therefore not comparable to the December 31, 2019 period. The following table presents the cumulative effect of adjustments, net of income tax effects, to beginning consolidated balance sheet accounts for Topic 606 adopted by the Company on January 1, 2019: January 1, December 31, 2019 Adjustments 2018 ASSETS Prepaid expenses and other current assets $ 1,234,736 $ 20,579 $ 1,214,157 Total current assets 9,985,237 20,579 9,964,658 Other assets 40,064 39,766 298 Total assets $ 21,327,532 $ 60,345 $ 21,267,187 LIABILITIES AND STOCKHOLDERS’ EQUITY Warranty $ 73,976 $ (506,260 ) $ 580,236 Deferred revenues - short-term 2,063,009 1,124,959 938,050 Total current liabilities 13,181,530 618,699 12,562,831 Deferred revenues-long-term 2,314,692 2,179,728 134,964 Total liabilities 16,097,555 2,798,427 13,299,128 Accumulated deficit (21,944,353 ) (2,738,082 ) (19,206,271 ) Total stockholders’ equity 5,229,977 (2,738,082 ) 7,968,059 Total liabilities and stockholders’ equity $ 21,327,532 $ 60,345 $ 21,267,187 The following table presents the effects of adopting Topic 606 on the Company’s balance sheet at December 31, 2019: Balances under Balances under Topic 606 Adjustments Prior GAAP ASSETS Prepaid expenses and other current assets $ 1,765,741 $ 27,311 $ 1,738,430 Total current assets 9,922,649 27,311 9,895,338 Other assets 56,193 55,891 302 Total assets $ 20,468,885 $ 83,202 $ 20,385,683 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Warranty $ 12,775 $ (452,345 ) $ 465,120 Deferred revenues - short-term 1,972,565 1,394,864 577,701 Total current liabilities 17,207,873 942,519 16,265,354 Deferred revenues-long-term 2,582,602 2,507,978 74,624 Total liabilities 21,116,538 3,450,497 17,666,041 Accumulated deficit (31,346,431 ) (3,367,295 ) (27,979,136 ) Total stockholders’ equity (deficit) (647,653 ) (3,367.295 ) 2,719,642 Total liabilities and stockholders’ equity (deficit) $ 20,468,885 $ 83,202 $ 20,385,683 The following table presents the effects of adopting Topic 606 on the Company’s consolidated statement of operations for the year ended December 31, 2019: Balances under Balances under Topic 606 Adjustments Prior GAAP STATEMENT OF OPERATIONS Revenues $ 33,030,357 $ (598,155 ) $ 33,628,512 Cost of revenues 24,088,639 53,915 24,034,724 Gross profit 8,941,718 (652,070 ) 9,593,788 General and administrative expenses 15,771,187 (22,857 ) 15,794,044 Total operating expense 17,000,667 (22,857 ) 17,023,524 Loss from operations (8,058,949 ) (629,213 ) (7,429,736 ) Net loss/income $ (9,402,078 ) $ (629,213 ) $ (8,772,865 ) Net loss per common share – basic and diluted $ (0.88 ) $ 0.06 ) $ (0.82 ) 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. 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 February 2017, the FASB issued ASU 2017-04 to simplify how all entities assess goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The ASU is effective for annual reporting periods beginning after December 12, 2019. The new pronouncement has no impact to the Company’s procedure in measuring the fair value of goodwill and will continue to perform goodwill impairment tests through both quantitative and qualitative assessments. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU provides amendments to the current guidance on determining which changes to the terms and conditions of share-based payment awards require the application of modification accounting. The effects of a modification should be accounted for unless there are no changes between the fair value, vesting conditions, and classification of the modified award and the original award immediately before the original award is modified. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this ASU did not have a significant impact on the financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Non-employee Share-Based Payment Accounting Compensation - Stock Compensation Equity – Equity-Based Payments to Non-Employees. In March 2019, the Company adopted ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” The new guidance modifies the disclosure requirements for fair value measurement, most notably eliminating the need to disclose the amount and reasons for transfers between Level 1 and Level 2, the policy for timing of transfers between levels, and the valuation processes for Level 3 measurements. Certain disclosure modifications are not yet applicable to the Company as an emerging growth company. Those include the requirements added to Topic 820, such as enhanced disclosures regarding uncertainty, providing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. 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. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Financial Liabilities Measured on a Recurring Basis | The following tables set forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of December 31, 2019 and 2018: Markets for Other Significant Carrying Description (Level 1) (Level 2) (Level 3) 2019 Derivative liabilities - warrant instruments $ - $ - $ 146,604 $ 146,604 Earn-out payable 387,118 387,118 $ 533,722 $ 533,722 Markets for Other Significant Carrying Description (Level 1) (Level 2) (Level 3) 2018 Derivative liabilities - warrant instruments $ - $ - $ 326,452 $ 326,452 Earn-out payable 410,000 410,000 $ 736,452 $ 736,452 |
Schedule of Earn-out Payable Rollforward | Amount Balance, December 31, 2017 $ - Earn-out payable – related party 410,000 Balance, December 31, 2018 410,000 Amount paid (22,570 ) Change in fair value of earn-out payable (312 ) Balance, December 31, 2019 $ 387,118 |
Schedule of Disaggregates Revenue | Year Ended December 31, 2019 Product Revenues: Hardware $ 28,840,650 Software 1,460,038 Service Revenues: Professional Services 1,208,188 Maintenance and Subscription Services 1,521,481 $ 33,030,357 |
Schedule of Cumulative Effect of Adjustments of Income Tax Effects on Financial Information | The following table presents the cumulative effect of adjustments, net of income tax effects, to beginning consolidated balance sheet accounts for Topic 606 adopted by the Company on January 1, 2019: January 1, December 31, 2019 Adjustments 2018 ASSETS Prepaid expenses and other current assets $ 1,234,736 $ 20,579 $ 1,214,157 Total current assets 9,985,237 20,579 9,964,658 Other assets 40,064 39,766 298 Total assets $ 21,327,532 $ 60,345 $ 21,267,187 LIABILITIES AND STOCKHOLDERS’ EQUITY Warranty $ 73,976 $ (506,260 ) $ 580,236 Deferred revenues - short-term 2,063,009 1,124,959 938,050 Total current liabilities 13,181,530 618,699 12,562,831 Deferred revenues-long-term 2,314,692 2,179,728 134,964 Total liabilities 16,097,555 2,798,427 13,299,128 Accumulated deficit (21,944,353 ) (2,738,082 ) (19,206,271 ) Total stockholders’ equity 5,229,977 (2,738,082 ) 7,968,059 Total liabilities and stockholders’ equity $ 21,327,532 $ 60,345 $ 21,267,187 The following table presents the effects of adopting Topic 606 on the Company’s balance sheet at December 31, 2019: Balances under Balances under Topic 606 Adjustments Prior GAAP ASSETS Prepaid expenses and other current assets $ 1,765,741 $ 27,311 $ 1,738,430 Total current assets 9,922,649 27,311 9,895,338 Other assets 56,193 55,891 302 Total assets $ 20,468,885 $ 83,202 $ 20,385,683 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Warranty $ 12,775 $ (452,345 ) $ 465,120 Deferred revenues - short-term 1,972,565 1,394,864 577,701 Total current liabilities 17,207,873 942,519 16,265,354 Deferred revenues-long-term 2,582,602 2,507,978 74,624 Total liabilities 21,116,538 3,450,497 17,666,041 Accumulated deficit (31,346,431 ) (3,367,295 ) (27,979,136 ) Total stockholders’ equity (deficit) (647,653 ) (3,367.295 ) 2,719,642 Total liabilities and stockholders’ equity (deficit) $ 20,468,885 $ 83,202 $ 20,385,683 The following table presents the effects of adopting Topic 606 on the Company’s consolidated statement of operations for the year ended December 31, 2019: Balances under Balances under Topic 606 Adjustments Prior GAAP STATEMENT OF OPERATIONS Revenues $ 33,030,357 $ (598,155 ) $ 33,628,512 Cost of revenues 24,088,639 53,915 24,034,724 Gross profit 8,941,718 (652,070 ) 9,593,788 General and administrative expenses 15,771,187 (22,857 ) 15,794,044 Total operating expense 17,000,667 (22,857 ) 17,023,524 Loss from operations (8,058,949 ) (629,213 ) (7,429,736 ) Net loss/income $ (9,402,078 ) $ (629,213 ) $ (8,772,865 ) Net loss per common share – basic and diluted $ (0.88 ) $ 0.06 ) $ (0.82 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Modern Robotics, Inc [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets acquired: Cash $ 10,261 Accounts receivable 6,300 Inventories 386,485 Prepaid expenses 24,413 Intangible assets 93,185 Other current asset 60,000 Total assets acquired 580,644 Total liabilities assumed (10,644 ) Net assets acquired $ 570,000 Consideration paid: Issuance of 200,000 shares of Class A common stock $ 500,000 Note payable 70,000 Total $ 570,000 |
Cohuba [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets acquired: Cash $ 1,038,368 Accounts receivable 12,114 Inventory 315,438 Other current assets 22,928 Property and equipment 4,321 Intangible assets 190,430 Total assets acquired 1,583,599 Total liabilities assumed (148,285 ) Net assets acquired $ 1,435,314 Consideration paid: Issuance of 257,200 shares of Class A common stock $ 1,435,176 Cash 138 Total $ 1,435,314 |
Qwizdom, Inc [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets acquired: Cash $ 239,698 Accounts receivable 662,636 Inventory 132,411 Other current assets 20,857 Property and equipment 299,525 Intangible assets 664,186 Goodwill 463,147 Total assets acquired 2,482,460 Total liabilities assumed (177,890 ) Net assets acquired $ 2,304,570 Consideration paid: Cash $ 410,000 Promissory note 656,000 Issuance of 142,857 shares of Class A common stock 828,570 Earn-out payable 410,000 Total $ 2,304,570 |
EOS [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets acquired: Cash $ 32,269 Accounts receivable 89,871 Other current assets 4,543 Intangible assets 156,823 Goodwill 78,411 Total assets acquired 361,917 Total liabilities assumed (7,917 ) Net assets acquired $ 354,000 Consideration paid: Issuance of 100,000 shares of Class A common stock $ 354,000 Total $ 354,000 |
Accounts Receivable - Trade (Ta
Accounts Receivable - Trade (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable - Trade | Accounts receivable consisted of the following at December 31, 2019 and 2018: 2019 2018 Accounts receivable – trade $ 4,522,352 $ 4,658,352 Allowance for doubtful accounts (358,225 ) (276,507 ) Allowance for sales returns and volume rebates (499,070 ) (747,119 ) Accounts receivable - trade, net of allowances $ 3,665,057 $ 3,634,726 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following at December 31, 2019 and 2018: 2019 2018 Finished goods $ 3,239,038 $ 4,135,424 Spare parts 273,080 285,575 Reserves for inventory obsolescence (193,261 ) (206,683 ) Inventories, net $ 3,318,857 $ 4,214,316 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at December 31, 2019 and 2018: 2019 2018 Prepayments to vendors $ 1,389,044 $ 1,033,896 Prepaid licenses and other 315,354 176,853 Prepaid insurance 35,255 - Prepaid local taxes 26,088 1,614 Employee receivables - 1,794 Prepaid expenses and other current assets $ 1,765,741 $ 1,214,157 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2019 and 2018: 2019 2018 Building $ 199,708 $ 199,708 Building improvements 9,086 9,086 Leasehold improvements 3,355 3,355 Office equipment 40,062 36,450 Other equipment 42,485 42,485 Property and equipment, at cost 294,696 291,084 Accumulated depreciation (87,299 ) (64,675 ) Property and equipment, net of accumulated depreciation $ 207,397 $ 226,409 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets and goodwill consisted of the following at December 31, 2019 and 2018: Weighted Average useful lives 2019 2018 Patents 9 years $ 81,683 $ 81,683 Customer relationships 10 years 4,009,355 4,009,355 Technology 5 years 271,585 178,400 Domain 15 years 13,955 13,955 Trademarks 10 years 3,917,590 3,917,590 Intangible assets, at cost 8,294,168 8,200,983 Accumulated amortization (2,735,071 ) (1,848,710 ) Intangible assets, net of accumulated amortization $ 5,559,097 $ 6,352,273 Goodwill from acquisition of Mimio N/A $ 44,931 $ 44,931 Goodwill from acquisition of Boxlight N/A 4,137,060 4,137,060 Goodwill from acquisition of EOS N/A 78,411 78,411 Goodwill from acquisition of Qwizdom N/A 463,147 463,147 $ 4,723,549 $ 4,723,549 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is debt at December 31, 2019 and 2018: 2019 2018 Debt – Third Parties Note payable – Lind Global $ 4,797,221 $ - Accounts receivable financing – Sallyport Commercial 1,551,500 953,739 Note payable – Radium Capital - 725,159 Note payable – Whitebirk Finance Limited - 127,329 Note payable – Harbor Gates Capital - 500,000 Total debt – third parties 6,348,721 2,306,227 Less: Discount and issuance cost – Lind Global 611,355 Current portion of debt – third parties 4,536,227 2,306,227 Long-term debt – third parties $ 1,201,139 $ - Debt – Related Parties Note payable – Qwizdom (Darin & Silvia Beamish) 381,563 601,333 Note payable – Steve Barker $ 17,500 $ - Note payable – Logical Choice Corporation – Delaware 54,000 54,000 Note payable – Mark Elliott 23,548 50,000 Total debt – related parties 476,611 705,333 Less: current portion of debt – related parties 368,383 377,333 Long-term debt – related parties $ 108,228 $ 328,000 Total debt $ 6,213,977 $ 3,011,560 |
Schedule of Long Term Debt Principle Repayments | Principal repayments to be made during the next five years are as follows: $ 2020 5,515,965 2021 1,309,367 2022 - 2023 - 2024 - Total 6,825,332 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Liabilities | In determining the fair value of the derivative liabilities, the Company used the Black-Scholes option pricing model at December 31, 2019 and 2018: December 31, 2019 Common stock issuable upon exercise of warrants 295,000 Market value of common stock on measurement date $ 1.11 Exercise price $ 1.20 Risk free interest rate (1) 1.58 % Expected life in years 2 years Expected volatility (2) 86.66 % Expected dividend yields (3) 0 % December 31, 2018 Common stock issuable upon exercise of warrants 1,129,121 Market value of common stock on measurement date $ 1.20 Exercise price $ 1.68 Risk free interest rate (1) 2.46 – 2.63 % Expected life in years 1.3 – 3.3 years Expected volatility (2) 74% – 124 % Expected dividend yields (3) 0 % (1) The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. (2) The historical trading volatility was determined by calculating the volatility of the Company’s peers’ common stock. (3) The Company does not expect to pay a dividend in the foreseeable future. |
Schedule of Change in Derivative Liabilities | The following table shows the change in the Company’s derivative liabilities rollforward for the years ended December 31, 2019 and 2018: Amount Balance, December 31, 2018 $ 326,452 Initial valuation of derivative liabilities upon issuance of warrants 64,946 Change in fair value of derivative liabilities (244,794 ) Balance, December 31, 2019 $ 146,604 Amount Balance, December 31, 2017 $ 1,857,252 Initial valuation of derivative liabilities upon issuance of warrants 149,321 Cancellation of warrants (1,253,140 ) Change in fair value of derivative liabilities (426,981 ) Balance, December 31, 2018 $ 326,452 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of 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): 2019 2018 (as Restated) Income tax benefit computed at the statutory rate $ (1,975,000 ) $ (1,507,000 ) State tax benefit (259,000 ) (154,000 ) Rate changes and differentials (23,000 ) (105,000 ) Other (1,000 ) (18,000 Non-deductible expenses 386,000 503,000 Change in valuation allowance 1,872,000 1,281,000 Provision for income taxes $ - $ - |
Schedule of Deferred Tax Assets | 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, 2019 December 31, 2018 (As Restated) Depreciation and amortization expenses $ 14,000 $ 26,000 Non-deductible accruals and allowances 310,000 438,000 Others 17,000 31,000 Interest expense limitation 640,000 195,000 Net operating loss carry-forwards 5,646,000 4,065,000 Valuation allowance (6,627,000 ) (4,755,000 ) Net deferred income tax assets $ - $ - |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activities | Following is a summary of the option activities during the years ended December 31, 2019 and 2018: Number of Units Weighted Weighted Average Outstanding, December 31, 2017 812,574 $ 3.01 5.64 Granted 1,019,500 $ 5.08 Exercised (29,200 ) $ 0.0001 Cancelled (84,850 ) $ 4.81 Outstanding, December 31, 2018 1,718,024 $ 4.18 4.64 Granted 802,882 $ 1.84 Exercised - $ - Cancelled (136,218 ) $ 4.86 Outstanding, December 31, 2019 2,384,688 $ 3.35 4.15 Exercisable, December 31, 2019 1,652,995 $ 3.27 3.70 |
Schedule of Warrant Activity | Following is a summary of the warrant activities during the years ended December 31, 2019 and 2018: Number of Units Weighted Weighted Average Outstanding, December 31, 2017 1,070,717 7.57 2.12 Granted 402,657 $ 1.70 - Cancelled (289,253 ) $ 3.94 1.50 Outstanding, December 31, 2018 1,184,121 $ 1.90 1.63 Granted 187,038 $ 1.50 - Cancelled (1,021,159 ) $ 1.25 - Outstanding, December 31, 2019 350,000 $ 2.20 2.11 Exercisable, December 31, 2019 347,187 $ 2.16 2.11 |
Schedule of Stock Compensation Expenses | For the year ended December 31, 2019 and 2018, the Company recorded the following stock compensation in general and administrative expense: 2019 2018 Stock options $ 777,632 $ 1,835,293 Warrants 64,945 149,294 Class A common stock grants 294,998 - Total stock compensation expense $ 1,137,575 $ 1,984,587 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 are as follows: Year ending December 31, Amount 2020 $ 418,180 2021 369,914 2022 135,239 Minimum Lease Payments $ 923,333 |
Customer and Supplier Concent_2
Customer and Supplier Concentration (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | The Company’s revenues were concentrated with a few customers for the years ended December 31, 2019 and 2018: Customer Total revenues Accounts Total revenues Accounts 1 14 % $ 184,000 39 % $ 1,495,000 2 13 % 605,000 3 12 % 235,000 The Company’s purchases were concentrated among a few vendors for the years ended December 31, 2019 and 2018: Vendor Total purchases Accounts payable Total purchases from the vendor to Accounts payable 1 32 % $ 1,359,000 33 % $ (282,000 ) 2 30 % $ (17,000 ) 3* 17 % $ 5,492,000 * EDI, a related party. See Note 15. |
Organization and Significant _4
Organization and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Jun. 22, 2018 | May 09, 2018 | |
Federal deposit insurance corporation insured limits (FDIC) | $ 250,000 | ||||
Deferred revenue | $ 2,000,000 | ||||
Remaining performance obligations | 4,600,000 | ||||
Deferred commissions related amortization | 100,000 | ||||
Impairment losses recognized | $ 0 | ||||
Changes in deferred revenue | 123,000 | ||||
Software Maintenance [Member] | |||||
Revenue performance obligation transfer of contract | P3Y | ||||
Hardware Maintenance [Member] | |||||
Revenue performance obligation transfer of contract | P5Y | ||||
Adjusted for Topic 606 [Member] | |||||
Remaining performance obligations | $ 600,000 | ||||
Overstated [Member] | |||||
Changes in deferred revenue | 245,000 | ||||
Understated [Member] | |||||
Changes in deferred revenue | $ 322,000 | ||||
Minimum [Member] | |||||
Revenue performance obligation transfer of contract | P3Y | ||||
Maximum [Member] | |||||
Revenue performance obligation transfer of contract | P5Y | ||||
2020 [Member] | |||||
Remaining performance obligations percentage | 43.00% | ||||
2021 [Member] | |||||
Remaining performance obligations percentage | 44.00% | ||||
2022 [Member] | |||||
Remaining performance obligations percentage | 44.00% | ||||
Cohuba [Member] | |||||
Membership interests acquisition percentage | 100.00% | ||||
Qwizdom, Inc [Member] | |||||
Membership interests acquisition percentage | 100.00% | ||||
EOS [Member] | |||||
Membership interests acquisition percentage | 100.00% |
Organization and Significant _5
Organization and Significant Accounting Policies - Schedule of Financial Liabilities Measured on a Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative liabilities | $ 533,722 | $ 736,452 |
Warrant Instruments [Member] | ||
Derivative liabilities | 146,604 | 326,452 |
Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | 387,118 | 410,000 |
Markets for Identical Assets (Level 1) [Member] | ||
Derivative liabilities | ||
Markets for Identical Assets (Level 1) [Member] | Warrant Instruments [Member] | ||
Derivative liabilities | ||
Markets for Identical Assets (Level 1) [Member] | Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | ||
Other Observable Inputs (Level 2) [Member] | ||
Derivative liabilities | ||
Other Observable Inputs (Level 2) [Member] | Warrant Instruments [Member] | ||
Derivative liabilities | ||
Other Observable Inputs (Level 2) [Member] | Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Derivative liabilities | 533,722 | 736,452 |
Significant Unobservable Inputs (Level 3) [Member] | Warrant Instruments [Member] | ||
Derivative liabilities | 146,604 | 326,452 |
Significant Unobservable Inputs (Level 3) [Member] | Earn-out Payable - Related Party [Member] | ||
Derivative liabilities | $ 387,118 | $ 410,000 |
Organization and Significant _6
Organization and Significant Accounting Policies - Schedule of Earn-out Payable Rollforward (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance | $ 410,000 | |
Earn-out payable - related party | 410,000 | |
Amount paid | (22,570) | |
Change in fair value of earn-out payable | (312) | |
Balance | $ 387,118 | $ 410,000 |
Organization and Significant _7
Organization and Significant Accounting Policies - Schedule of Disaggregates Revenue (Details) - USD ($) | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue | $ 250,000 | $ 33,030,357 | $ 37,841,277 |
Product Revenues [Member] | Hardware [Member] | |||
Revenue | 28,840,650 | ||
Product Revenues [Member] | Software [Member] | |||
Revenue | 1,460,038 | ||
Service Revenues [Member] | Professional Services [Member] | |||
Revenue | 1,208,188 | ||
Service Revenues [Member] | Maintenance and Subscription Services [Member] | |||
Revenue | $ 1,521,481 |
Organization and Significant _8
Organization and Significant Accounting Policies - Schedule of Cumulative Effect of Adjustments of Income Tax Effects on Financial Information (Details) - USD ($) | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2017 |
Prepaid expenses and other current assets | $ 1,765,741 | $ 1,214,157 | |||
Total current assets | 9,922,649 | 9,964,658 | |||
Other assets | 56,193 | 298 | |||
Total assets | 20,468,885 | 21,267,187 | |||
Warranty | 12,775 | 580,236 | |||
Deferred revenues - short-term | 1,972,565 | 938,050 | |||
Total current liabilities | 17,207,873 | 12,562,831 | |||
Deferred revenues-long-term | 2,582,602 | 134,964 | |||
Total liabilities | 21,116,538 | 13,299,128 | |||
Accumulated deficit | (31,346,431) | (19,206,271) | |||
Total stockholders' equity (deficit) | (647,653) | 7,968,059 | $ 9,050,376 | ||
Total liabilities and stockholders' equity (deficit) | 20,468,885 | 21,267,187 | |||
Revenues | $ 250,000 | 33,030,357 | 37,841,277 | ||
Cost of revenues | 24,088,639 | 29,188,108 | |||
Gross profit | 8,941,718 | 8,653,169 | |||
General and administrative expenses | 15,771,187 | 14,978,079 | |||
Total operating expense | 17,000,667 | 15,649,732 | |||
Loss from operations | (8,058,949) | (6,996,563) | |||
Net loss/income | $ (9,402,078) | $ (7,177,883) | |||
Net loss per common share - basic and diluted | $ (0.88) | $ (0.72) | |||
Adjustments [Member] | |||||
Prepaid expenses and other current assets | $ 27,311 | $ 20,579 | |||
Total current assets | 27,311 | 20,579 | |||
Other assets | 55,891 | 39,766 | |||
Total assets | 83,202 | 60,345 | |||
Warranty | (452,345) | (506,260) | |||
Deferred revenues - short-term | 1,394,864 | 1,124,959 | |||
Total current liabilities | 942,519 | 618,699 | |||
Deferred revenues-long-term | 2,507,978 | 2,179,728 | |||
Total liabilities | 3,450,497 | 2,798,427 | |||
Accumulated deficit | (3,367,295) | (2,738,082) | |||
Total stockholders' equity (deficit) | (3,367) | (2,738,082) | |||
Total liabilities and stockholders' equity (deficit) | 83,202 | $ 60,345 | |||
Revenues | (598,155) | ||||
Cost of revenues | 53,915 | ||||
Gross profit | (652,070) | ||||
General and administrative expenses | (22,857) | ||||
Total operating expense | (22,857) | ||||
Loss from operations | (629,213) | ||||
Net loss/income | $ (629,213) | ||||
Net loss per common share - basic and diluted | $ (0.06) | ||||
Previously Reported [Member] | |||||
Prepaid expenses and other current assets | $ 1,738,430 | ||||
Total current assets | 9,895,338 | ||||
Other assets | 302 | ||||
Total assets | 20,385,683 | ||||
Warranty | 465,120 | ||||
Deferred revenues - short-term | 577,701 | ||||
Total current liabilities | 16,265,354 | ||||
Deferred revenues-long-term | 74,624 | ||||
Total liabilities | 17,666,041 | ||||
Accumulated deficit | (27,979,136) | ||||
Total stockholders' equity (deficit) | 2,719,642 | ||||
Total liabilities and stockholders' equity (deficit) | 20,385,683 | ||||
Revenues | 33,628,512 | ||||
Cost of revenues | 24,034,724 | ||||
Gross profit | 9,593,788 | ||||
General and administrative expenses | 15,794,044 | ||||
Total operating expense | 17,023,524 | ||||
Loss from operations | (7,429,736) | ||||
Net loss/income | $ (8,772,865) | ||||
Net loss per common share - basic and diluted | $ (0.82) | ||||
Adjusted for Topic 606 [Member] | |||||
Prepaid expenses and other current assets | $ 1,765,741 | $ 1,234,736 | |||
Total current assets | 9,922,649 | 9,985,237 | |||
Other assets | 56,193 | 40,064 | |||
Total assets | 20,468,885 | 21,327,532 | |||
Warranty | 12,775 | 73,976 | |||
Deferred revenues - short-term | 1,972,565 | 2,063,009 | |||
Total current liabilities | 17,207,873 | 13,181,530 | |||
Deferred revenues-long-term | 2,582,602 | 2,314,692 | |||
Total liabilities | 21,116,538 | 16,097,555 | |||
Accumulated deficit | (31,346,431) | (21,944,353) | |||
Total stockholders' equity (deficit) | (647,653) | 5,229,977 | |||
Total liabilities and stockholders' equity (deficit) | $ 20,468,885 | $ 21,327,532 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (31,346,431) | $ (19,206,271) |
Working capital deficit | 7,285,224 | |
Net loss | (9,402,078) | (7,177,883) |
Net cash used in operations | $ (4,263,453) | $ (3,774,818) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | May 12, 2019USD ($) | Mar. 12, 2019USD ($)shares | Aug. 31, 2018shares | Jun. 22, 2018USD ($)shares | May 09, 2018shares | May 09, 2018USD ($)shares | May 09, 2018GBP (£)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Stock issued during period, acquisition, value | $ 500,000 | $ 2,617,746 | |||||||
Cash | $ 10,261 | $ 1,310,334 | |||||||
Class A Common Stock [Member] | |||||||||
Stock issued during period, acquisition | shares | 200,000 | 500,057 | |||||||
Stock issued during period, acquisition, value | $ 20 | $ 50 | |||||||
Modern Robotics, Inc [Member] | |||||||||
Notes payable | $ 70,000 | ||||||||
Cohuba [Member] | |||||||||
Equity interest ownership Percentage | 100.00% | 100.00% | 100.00% | ||||||
Stock issued during period, acquisition | shares | 257,200 | ||||||||
Stock issued during period, acquisition, value | $ 138 | ||||||||
Cohuba [Member] | British Pound [Member] | |||||||||
Stock issued during period, acquisition, value | £ | £ 100 | ||||||||
Cohuba [Member] | Class A Common Stock [Member] | |||||||||
Stock issued during period, acquisition | shares | 257,200 | 257,200 | |||||||
Qwizdom, Inc [Member] | |||||||||
Notes payable | $ 656,000 | ||||||||
Equity interest ownership Percentage | 100.00% | ||||||||
Stock issued during period, acquisition | shares | 142,857 | ||||||||
Cash | $ 410,000 | ||||||||
Earn out payable | $ 410,000 | ||||||||
Consolidated revenue percentage, base for earn out | 16.40% | ||||||||
Qwizdom, Inc [Member] | 8% Promissory Note [Member] | |||||||||
Promissory note | $ 656,000 | ||||||||
Qwizdom, Inc [Member] | Class A Common Stock [Member] | |||||||||
Stock issued during period, acquisition | shares | 142,857 | ||||||||
EOS [Member] | |||||||||
Equity interest ownership Percentage | 100.00% | ||||||||
Stock issued during period, acquisition | shares | 100,000 | ||||||||
EOS [Member] | Class A Common Stock [Member] | |||||||||
Stock issued during period, acquisition | shares | 100,000 | ||||||||
Asset Purchases Agreement [Member] | Modern Robotics, Inc [Member] | |||||||||
Notes payable | $ 70,000 | ||||||||
Asset Purchases Agreement [Member] | Modern Robotics, Inc [Member] | Class A Common Stock [Member] | |||||||||
Number of shares issued during period | shares | 200,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | May 12, 2019 | Aug. 31, 2018 | Jun. 22, 2018 | May 09, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 4,723,549 | $ 4,723,549 | ||||
Cash | $ 3,612 | $ 410,138 | ||||
Modern Robotics, Inc [Member] | ||||||
Cash | $ 10,261 | |||||
Accounts receivable | 6,300 | |||||
Inventories | 386,485 | |||||
Prepaid expenses | 24,413 | |||||
Other current assets | 60,000 | |||||
Intangible assets | 93,185 | |||||
Total assets acquired | 580,644 | |||||
Total liabilities assumed | (10,644) | |||||
Net assets acquired | 570,000 | |||||
Issuance of Class A common stock | 500,000 | |||||
Note payable | 70,000 | |||||
Total | $ 570,000 | |||||
Cohuba [Member] | ||||||
Cash | $ 1,038,368 | |||||
Accounts receivable | 12,114 | |||||
Inventories | 315,438 | |||||
Other current assets | 22,928 | |||||
Property and equipment | 4,321 | |||||
Intangible assets | 190,430 | |||||
Total assets acquired | 1,583,599 | |||||
Total liabilities assumed | (148,285) | |||||
Net assets acquired | 1,435,314 | |||||
Cash | 138 | |||||
Issuance of Class A common stock | 1,435,176 | |||||
Total | $ 1,435,314 | |||||
Qwizdom, Inc [Member] | ||||||
Cash | $ 239,698 | |||||
Accounts receivable | 662,636 | |||||
Inventories | 132,411 | |||||
Other current assets | 20,857 | |||||
Property and equipment | 299,525 | |||||
Intangible assets | 664,186 | |||||
Goodwill | 463,147 | |||||
Total assets acquired | 2,482,460 | |||||
Total liabilities assumed | (177,890) | |||||
Net assets acquired | 2,304,570 | |||||
Cash | 410,000 | |||||
Issuance of Class A common stock | 828,570 | |||||
Note payable | 656,000 | |||||
Earn out payable | 410,000 | |||||
Total | $ 2,304,570 | |||||
EOS [Member] | ||||||
Cash | $ 32,269 | |||||
Accounts receivable | 89,871 | |||||
Other current assets | 4,543 | |||||
Intangible assets | 156,823 | |||||
Goodwill | 78,411 | |||||
Total assets acquired | 361,917 | |||||
Total liabilities assumed | (7,917) | |||||
Net assets acquired | 354,000 | |||||
Issuance of Class A common stock | 354,000 | |||||
Total | $ 354,000 |
Acquisitions - Schedule of Re_2
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - shares | Mar. 12, 2019 | Aug. 31, 2018 | Jun. 22, 2018 | May 09, 2018 |
Modern Robotics, Inc [Member] | ||||
Issuance of Class A common stock, number of shares | 200,000 | |||
Cohuba [Member] | ||||
Issuance of Class A common stock, number of shares | 257,200 | |||
Qwizdom, Inc [Member] | ||||
Issuance of Class A common stock, number of shares | 142,857 | |||
EOS [Member] | ||||
Issuance of Class A common stock, number of shares | 100,000 |
Accounts Receivable - Trade (De
Accounts Receivable - Trade (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Wrote off accounts receivable | $ 89,123 | $ 90,890 |
Accounts Receivable - Trade - S
Accounts Receivable - Trade - Schedule of Accounts Receivable - Trade (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts receivable - trade | $ 4,522,352 | $ 4,658,352 |
Allowance for doubtful accounts | (358,225) | (276,507) |
Allowance for sales returns and volume rebates | (499,070) | (747,119) |
Accounts receivable - trade, net of allowances | $ 3,665,057 | $ 3,634,726 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Inventories write off | $ 74,421 | $ 105,669 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 3,239,038 | $ 4,135,424 |
Spare parts | 273,080 | 285,575 |
Reserves for inventory obsolescence | (193,261) | (206,683) |
Inventories, net | $ 3,318,857 | $ 4,214,316 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid expenses and other current assets | $ 1,765,741 | $ 1,214,157 |
Prepayments to Vendors [Member] | ||
Prepaid expenses and other current assets | 1,389,044 | 1,033,896 |
Prepaid Licenses and Other [Member] | ||
Prepaid expenses and other current assets | 315,354 | 176,853 |
Prepaid Insurance [Member] | ||
Prepaid expenses and other current assets | 35,255 | |
Prepaid Local Taxes [Member] | ||
Prepaid expenses and other current assets | 26,088 | 1,614 |
Employee Receivables [Member] | ||
Prepaid expenses and other current assets | $ 1,794 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 22,624 | $ 101,133 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, at cost | $ 294,696 | $ 291,084 |
Accumulated depreciation | (87,299) | (64,675) |
Property and equipment, net of accumulated depreciation | 207,397 | 226,409 |
Building [Member] | ||
Property and equipment, at cost | 199,708 | 199,708 |
Building Improvements [Member] | ||
Property and equipment, at cost | 9,086 | 9,086 |
Leasehold Improvements [Member] | ||
Property and equipment, at cost | 3,355 | 3,355 |
Office Equipment [Member] | ||
Property and equipment, at cost | 40,062 | 36,450 |
Other Equipment [Member] | ||
Property and equipment, at cost | $ 42,485 | $ 42,485 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 886,361 | $ 784,566 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets, at cost | $ 8,294,168 | $ 8,200,983 |
Accumulated amortization | (2,735,071) | (1,848,710) |
Intangible assets, net of accumulated amortization | 5,559,097 | 6,352,273 |
Goodwill | 4,723,549 | 4,723,549 |
Mimio [Member] | ||
Goodwill | 44,931 | 44,931 |
Boxlight [Member] | ||
Goodwill | 4,137,060 | 4,137,060 |
EOS [Member] | ||
Goodwill | 78,411 | 78,411 |
Qwizdom, Inc [Member] | ||
Goodwill | $ 463,147 | 463,147 |
Patents [Member] | ||
Useful lives | 9 years | |
Intangible assets, at cost | $ 81,683 | 81,683 |
Customer Relationships [Member] | ||
Useful lives | 10 years | |
Intangible assets, at cost | $ 4,009,355 | 4,009,355 |
Technology [Member] | ||
Useful lives | 5 years | |
Intangible assets, at cost | $ 271,585 | 178,400 |
Domain [Member] | ||
Useful lives | 15 years | |
Intangible assets, at cost | $ 13,955 | 13,955 |
Trademarks [Member] | ||
Useful lives | 10 years | |
Intangible assets, at cost | $ 3,917,590 | $ 3,917,590 |
Debt (Details Narrative)
Debt (Details Narrative) | Dec. 13, 2019USD ($)$ / shares | Mar. 22, 2019USD ($)$ / shares | Mar. 14, 2019USD ($)$ / sharesshares | Mar. 12, 2019USD ($) | Sep. 20, 2018USD ($) | Jun. 22, 2018USD ($) | May 16, 2018USD ($)shares | Aug. 15, 2017USD ($) | Jan. 16, 2015USD ($)$ / shares | May 21, 2014USD ($) | Aug. 28, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Sep. 20, 2018EUR (€) |
Proceeds from convertible note | $ 5,250,000 | |||||||||||||
Number of common stock issued, value | 420,000 | |||||||||||||
Qwizdom, Inc [Member] | ||||||||||||||
Debt instrument principal amount | $ 656,000 | |||||||||||||
Debt interest rate percentage | 8.00% | |||||||||||||
Percentage for shareholders | 100.00% | |||||||||||||
Long term note payable | $ 656,000 | |||||||||||||
Issuance of class a common stock | 828,570 | |||||||||||||
Note payable | 656,000 | |||||||||||||
Investor [Member] | ||||||||||||||
Payment of closing fee | 368,452 | |||||||||||||
Repayment of principal amount | 977,778 | |||||||||||||
Steve Barker [Member] | ||||||||||||||
Debt instrument principal amount | 17,500 | |||||||||||||
Accrued interest | 206 | |||||||||||||
Mark Elliott [Member] | ||||||||||||||
Debt instrument conversion price | $ / shares | $ 6.28 | |||||||||||||
Debt conversion percentage | 20.00% | |||||||||||||
Debt instrument principal amount | 23,548 | 50,000 | ||||||||||||
Accrued interest | $ 593 | 19,808 | ||||||||||||
Notes payable | $ 50,000 | |||||||||||||
Debt interest rate percentage | 10.00% | |||||||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||||||
Class A Common Stock [Member] | Investor [Member] | Issuance of Shares for Closing Fee [Member] | ||||||||||||||
Number of common stock issued | shares | 177,511 | |||||||||||||
Class A Common Stock [Member] | Investor [Member] | Issuance of Shares for Debt Repayment [Member] | ||||||||||||||
Number of common stock issued, value | $ 106,643 | |||||||||||||
Class A Common Stock [Member] | Steve Barker [Member] | ||||||||||||||
Issuance of class a common stock | $ 200,000 | |||||||||||||
Note payable | $ 70,000 | |||||||||||||
Lind Global Marco Fund, LP [Member] | ||||||||||||||
Debt instrument principal amount | 4,185,866 | |||||||||||||
Accrued interest | 5,425 | |||||||||||||
Notes payable | 3,596,083 | |||||||||||||
Sallyport Commercial Finance, LLC [Member] | ||||||||||||||
Debt instrument principal amount | 1,551,500 | 953,739 | ||||||||||||
Accrued interest | 0 | 0 | ||||||||||||
Interest expenses | 756,736 | 642,888 | ||||||||||||
Harbor Gates Capital [Member] | ||||||||||||||
Number of common stock issued | shares | 133,750 | |||||||||||||
Number of common stock issued, value | $ 500,000 | |||||||||||||
Qwizdom, Inc [Member] | ||||||||||||||
Debt instrument principal amount | 381,563 | 601,333 | ||||||||||||
Accrued interest | 7,334 | 12,126 | ||||||||||||
Long term note payable | $ 273,335 | |||||||||||||
Quarterly payment description | The principal and accrued interest of the $656,000 note is due and payable in 12 equal quarterly payments. The first quarterly payment was due September 2018 and subsequent quarterly payments are due through June 2021. Principal and accrued interest become due and payable in full upon the completion of a public offering of Class A common stock or private placement of debt or equity securities for $10,000,000 or more. | |||||||||||||
Qwizdom, Inc [Member] | Class A Common Stock [Member] | ||||||||||||||
Proceeds from financing | $ 10,000,000 | |||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||
Proceeds from convertible note | $ 1,250,000 | |||||||||||||
Convertible note payable | $ 1,375,000 | |||||||||||||
Debt maturity period | 24 months | |||||||||||||
Debt instrument conversion price | $ / shares | $ 2.50 | |||||||||||||
Debt weighted average interest rate | 100.00% | |||||||||||||
Securities Purchase Agreement [Member] | Class A Common Stock [Member] | Investor [Member] | ||||||||||||||
Debt conversion percentage | 50.00% | |||||||||||||
Securities Purchase Agreement [Member] | Class A Common Stock [Member] | Minimum [Member] | Investor [Member] | ||||||||||||||
Debt conversion price per share increase | $ / shares | $ 5 | |||||||||||||
Securities Purchase Agreement [Member] | Class A Common Stock [Member] | Maximum [Member] | Investor [Member] | ||||||||||||||
Debt conversion price per share increase | $ / shares | $ 12 | |||||||||||||
Securities Purchase Agreement [Member] | Lind Global Marco Fund, LP [Member] | ||||||||||||||
Debt maturity period | 24 months | |||||||||||||
Debt weighted average interest rate | 100.00% | |||||||||||||
Working capital financing amount | $ 4,000,000 | |||||||||||||
Debt instrument principal amount | $ 4,400,000 | |||||||||||||
Securities Purchase Agreement [Member] | Lind Global Marco Fund, LP [Member] | Class A Common Stock [Member] | ||||||||||||||
Debt instrument conversion price | $ / shares | $ 4 | |||||||||||||
Debt conversion percentage | 50.00% | |||||||||||||
Securities Purchase Agreement [Member] | Lind Global Marco Fund, LP [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||||||||||||
Debt conversion price per share increase | $ / shares | $ 8 | |||||||||||||
Securities Purchase Agreement [Member] | Lind Global Marco Fund, LP [Member] | Class A Common Stock [Member] | Maximum [Member] | ||||||||||||||
Debt conversion price per share increase | $ / shares | $ 12 | |||||||||||||
Sale and Purchase Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | ||||||||||||||
Purchase of eligible accounts receivable percentage | 85.00% | |||||||||||||
Minimum monthly sales volume | $ 1,250,000 | |||||||||||||
Line of credit maximum borrowing capacity | 6,000,000 | |||||||||||||
Auditor fee | $ 950 | |||||||||||||
Sale and Purchase Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | Floor Rate [Member] | ||||||||||||||
Accrued interest rate percentage | 4.25% | |||||||||||||
Sale and Purchase Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | Maximum [Member] | Prime Rate [Member] | ||||||||||||||
Accrued interest rate percentage | 4.00% | |||||||||||||
Sale and Purchase Agreement [Member] | Note Payable - Radium Capital [Member] | ||||||||||||||
Proceeds from promissory note | $ 1,000,000 | |||||||||||||
Cost of loan percentage | 26.00% | |||||||||||||
Origination fee | $ 10,000 | |||||||||||||
Repayment of principal amount | $ 26,636 | |||||||||||||
Unsecured Promissory Note Agreement [Member] | Note Payable - Whitebirk Finance Limited [Member] | ||||||||||||||
Debt interest rate percentage | 5.00% | 5.00% | ||||||||||||
Debt maturity date | Aug. 31, 2019 | |||||||||||||
Unsecured Promissory Note Agreement [Member] | Note Payable - Whitebirk Finance Limited [Member] | Euro [Member] | ||||||||||||||
Notes payable | € | € 98,701 | |||||||||||||
Unsecured Promissory Note Agreement [Member] | Harbor Gates Capital [Member] | ||||||||||||||
Notes payable | $ 500,000 | |||||||||||||
Debt interest rate percentage | 7.00% | |||||||||||||
Debt maturity date | Feb. 16, 2019 | |||||||||||||
Unsecured Promissory Note Agreement [Member] | Harbor Gates Capital [Member] | Class A Common Stock [Member] | ||||||||||||||
Debt instrument conversion price | $ / shares | $ 2.86 | |||||||||||||
Number of common stock issued | shares | 5,715 | |||||||||||||
Number of common stock issued, value | $ 56,236 | |||||||||||||
Debt conversion of convertible debt shares | shares | 133,750 | |||||||||||||
Line of Credit Agreement [Member] | Logical Choice Corporation [Member] | ||||||||||||||
Debt instrument principal amount | $ 54,000 | 54,000 | ||||||||||||
Accrued interest | $ 26,716 | $ 21,316 | ||||||||||||
Line of credit maximum borrowing capacity | $ 500,000 | |||||||||||||
Accrued interest rate percentage | 10.00% | |||||||||||||
Line of credit extended maturity date | May 21, 2018 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term debt - third parties | $ 1,201,139 | |
Total debt | 6,213,977 | 3,011,560 |
Third Parties [Member] | ||
Total debt - third parties | 6,348,721 | 2,306,227 |
Current portion of debt - third parties | 4,536,227 | 2,306,227 |
Long-term debt - third parties | 1,201,139 | |
Third Parties [Member] | Note Payable - Lind Global [Member] | ||
Total debt - third parties | 4,797,221 | |
Less: Discount and issuance cost - Lind Global | 611,355 | |
Third Parties [Member] | Accounts Receivable Financing - Sallyport Commercial [Member] | ||
Total debt - third parties | 1,551,500 | 953,739 |
Third Parties [Member] | Note Payable - Radium Capital [Member] | ||
Total debt - third parties | ||
Third Parties [Member] | Note Payable - Whitebirk Finance Limited [Member] | ||
Total debt - third parties | 127,329 | |
Third Parties [Member] | Note Payable - Harbor Gates Capital [Member] | ||
Total debt - third parties | 500,000 | |
Third Parties [Member] | Note Payable - Radium Capital [Member] | ||
Total debt - third parties | 725,159 | |
Related Parties [Member] | ||
Total debt - third parties | 476,611 | 705,333 |
Current portion of debt - third parties | 368,383 | 377,333 |
Long-term debt - third parties | 108,228 | 328,000 |
Related Parties [Member] | Note payable - Qwizdom (Darin & Silvia Beamish) [Member] | ||
Total debt - third parties | 381,563 | 601,333 |
Related Parties [Member] | Note payable -Steve Barker [Member] | ||
Total debt - third parties | 17,500 | |
Related Parties [Member] | Note payable - Logical Choice Corporation - Delaware [Member] | ||
Total debt - third parties | 54,000 | 54,000 |
Related Parties [Member] | Note payable - Mark Elliott [Member] | ||
Total debt - third parties | $ 23,548 | $ 50,000 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt Principle Repayments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 1,201,139 | |
Note Payable [Member] | ||
2020 | 5,515,965 | |
2021 | 1,309,367 | |
2022 | ||
2023 | ||
2024 | ||
Total | $ 6,825,332 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Derivative Liabilities (Details) | 12 Months Ended | ||
Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | ||
Common stock issuable upon exercise of warrants | shares | 295,000 | 1,129,121 | |
Market Value of Common Stock on Measurement Date [Member] | |||
Derivative liability, measurement input, per shares | $ 1.11 | $ 1.20 | |
Exercise Price [Member] | |||
Derivative liability, measurement input, per shares | $ 1.20 | $ 1.68 | |
Risk free Interest Rate [Member] | |||
Derivative liability, measurement input. percent | [1] | 1.58 | |
Risk free Interest Rate [Member] | Minimum [Member] | |||
Derivative liability, measurement input. percent | [1] | 2.46 | |
Risk free Interest Rate [Member] | Maximum [Member] | |||
Derivative liability, measurement input. percent | [1] | 2.63 | |
Expected Life in Years [Member] | |||
Derivative liability, measurement input term | 2 years | ||
Expected Life in Years [Member] | Minimum [Member] | |||
Derivative liability, measurement input term | 1 year 3 months 19 days | ||
Expected Life in Years [Member] | Maximum [Member] | |||
Derivative liability, measurement input term | 3 years 3 months 19 days | ||
Expected Volatility [Member] | |||
Derivative liability, measurement input. percent | [2] | 86.66 | |
Expected Volatility [Member] | Minimum [Member] | |||
Derivative liability, measurement input. percent | [2] | 74 | |
Expected Volatility [Member] | Maximum [Member] | |||
Derivative liability, measurement input. percent | [2] | 124 | |
Expected Dividend Yields [Member] | |||
Derivative liability, measurement input. percent | [3] | 0 | 0 |
[1] | The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. | ||
[2] | The historical trading volatility was determined by calculating the volatility of the Company's peers' common stock. | ||
[3] | The Company does not expect to pay a dividend in the foreseeable future. |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Change in Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 326,452 | $ 1,857,252 |
Initial valuation of derivative liabilities upon issuance of warrants | 64,946 | 149,321 |
Cancellation of warrants | (1,253,140) | |
Change in fair value of derivative liabilities | (244,794) | (426,981) |
Derivative liabilities, Ending balance | $ 146,604 | $ 326,452 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating loss carry forward | $ 19,400,000 | $ 13,300,000 |
Operating loss carry forward expiration date | Dec. 31, 2038 | |
Operating loss carry forward indefinitely | $ 6,100,000 | |
Pre-tax book loss | 9,400,000 | |
Operating losses component of deferred tax assets | 5,646,000 | 4,065,000 |
Deferred tax asset valuation | 6,627,000 | 4,755,000 |
Previously Reported [Member] | ||
Operating loss carry forward | 9,800,000 | |
Operating losses component of deferred tax assets | 2,000,000 | |
Deferred tax asset for interest limitations | 195,000 | |
Deferred tax asset valuation | 2,200,000 | |
United States [Member] | ||
Pre-tax book loss | 9,500,000 | |
United Kingdom [Member] | ||
Pre-tax book loss | 100,000 | |
State [Member] | ||
Cumulative net operating losses carried forward | 19,800,000 | 12,400,000 |
State [Member] | Previously Reported [Member] | ||
Cumulative net operating losses carried forward | ||
Foreign [Member] | ||
Cumulative net operating losses carried forward | $ 2,700,000 | 2,700,000 |
Foreign [Member] | Previously Reported [Member] | ||
Cumulative net operating losses carried forward |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at the statutory rate | $ (1,975,000) | $ (1,507,000) |
State tax benefit | (259,000) | (154,000) |
Rate changes and differentials | (23,000) | (105,000) |
Other | (1,000) | (18,000) |
Non-deductible expenses | 386,000 | 503,000 |
Change in valuation allowance | 1,872,000 | 1,281,000 |
Provision for income taxes |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Depreciation and amortization expenses | $ 14,000 | $ 26,000 |
Non-deductible accruals and allowances | 310,000 | 438,000 |
Others | 17,000 | 31,000 |
Interest expense limitation | 640,000 | 195,000 |
Net operating loss carry-forwards | 5,646,000 | 4,065,000 |
Valuation allowance | (6,627,000) | (4,755,000) |
Net deferred income tax assets |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Oct. 22, 2019 | Aug. 06, 2019 | Mar. 14, 2019 | Mar. 12, 2019 | Dec. 17, 2018 | Nov. 15, 2018 | Oct. 15, 2018 | Sep. 14, 2018 | Aug. 31, 2018 | Aug. 20, 2018 | Aug. 15, 2018 | Jul. 15, 2018 | Jun. 22, 2018 | Jun. 15, 2018 | May 16, 2018 | May 15, 2018 | May 09, 2018 | May 09, 2018 | Apr. 13, 2018 | Mar. 20, 2018 | Jan. 08, 2018 | Nov. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 05, 2019 | Jun. 05, 2018 | May 14, 2018 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Number of shares issued for service, value | $ 92,236 | ||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment, value | $ 1,466,946 | ||||||||||||||||||||||||||
Number of common stock issued, value | $ 420,000 | ||||||||||||||||||||||||||
Number of options exercised | 29,200 | ||||||||||||||||||||||||||
Number of options exercised, value | $ 3 | ||||||||||||||||||||||||||
Modern Robotics, Inc [Member] | Asset Purchases Agreement [Member] | |||||||||||||||||||||||||||
Number of common stock issued | 200,000 | ||||||||||||||||||||||||||
Share issued price per share | $ 2.50 | ||||||||||||||||||||||||||
Harbor Gates Capital [Member] | |||||||||||||||||||||||||||
Number of common stock issued | 133,750 | ||||||||||||||||||||||||||
Share issued price per share | $ 2.86 | ||||||||||||||||||||||||||
Number of common stock issued, value | $ 500,000 | ||||||||||||||||||||||||||
Vert Capital [Member] | |||||||||||||||||||||||||||
Converted shares | 82,028 | ||||||||||||||||||||||||||
Number of common stock issued | 130,721 | ||||||||||||||||||||||||||
Cohuba [Member] | |||||||||||||||||||||||||||
Share issued price per share | $ 5.58 | $ 5.58 | |||||||||||||||||||||||||
Percentage for acquisition | 100.00% | 100.00% | |||||||||||||||||||||||||
Convertible Debt [Member] | Lind Global Marco Fund, LP [Member] | |||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment | 141,186 | ||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment, value | $ 292,518 | ||||||||||||||||||||||||||
Number of common stock issued | 36,325 | ||||||||||||||||||||||||||
Share issued price per share | $ 2.09 | ||||||||||||||||||||||||||
Note Payable [Member] | Lind Global Marco Fund, LP [Member] | |||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment | 735,662 | ||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment, value | $ 1,084,420 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Number of shares issued for service | 21,704 | ||||||||||||||||||||||||||
Number of shares issued for service, value | $ 48,000 | ||||||||||||||||||||||||||
Cohuba [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 257,200 | ||||||||||||||||||||||||||
Percentage for acquisition | 100.00% | 100.00% | |||||||||||||||||||||||||
Qwizdom, Inc [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 142,857 | ||||||||||||||||||||||||||
Share issued price per share | $ 5.80 | ||||||||||||||||||||||||||
Percentage for acquisition | 100.00% | ||||||||||||||||||||||||||
EOS [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 100,000 | ||||||||||||||||||||||||||
Share issued price per share | $ 3.54 | ||||||||||||||||||||||||||
Percentage for acquisition | 100.00% | ||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 48,280,000 | ||||||||||||||||||||||||||
Executive [Member] | |||||||||||||||||||||||||||
Share issued price per share | $ 2.40 | ||||||||||||||||||||||||||
Stock issued during annual compensation | 122,916 | ||||||||||||||||||||||||||
K Laser [Member] | |||||||||||||||||||||||||||
Number of common stock issued | 60,000 | ||||||||||||||||||||||||||
Share issued price per share | $ 7 | ||||||||||||||||||||||||||
Number of common stock issued, value | $ 420,000 | ||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||
Number of shares issued for service | 1,015 | ||||||||||||||||||||||||||
Share issued price per share | $ 3.94 | ||||||||||||||||||||||||||
Tysadco Partners [Member] | |||||||||||||||||||||||||||
Number of shares issued for service | 694 | 416 | |||||||||||||||||||||||||
Share issued price per share | $ 5.76 | $ 9.62 | |||||||||||||||||||||||||
Third-party Lender [Member] | |||||||||||||||||||||||||||
Number of shares issued for service | 5,715 | ||||||||||||||||||||||||||
Share issued price per share | $ 9.84 | ||||||||||||||||||||||||||
Former Chief Financial Officer [Member] | |||||||||||||||||||||||||||
Number of options exercised | 29,200 | ||||||||||||||||||||||||||
Number of options exercised, value | $ 3 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Preferred voting shares | 250,000 shares of non-voting | ||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||||
Number of shares issued for acquisition | |||||||||||||||||||||||||||
Number of shares issued for service | |||||||||||||||||||||||||||
Number of shares issued for service, value | |||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment | |||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment, value | |||||||||||||||||||||||||||
Number of common stock issued | |||||||||||||||||||||||||||
Number of common stock issued, value | |||||||||||||||||||||||||||
Number of options exercised | |||||||||||||||||||||||||||
Number of options exercised, value | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Genesis [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 250,000 | ||||||||||||||||||||||||||
Converted shares | 398,406 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||
Preferred voting shares | 1,200,000 shares of voting | ||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Genesis [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 1,000,000 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||
Preferred voting shares | 270,000 shares of voting | ||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Boxlight Group [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 270,000 | ||||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||
Converted shares | 82,028 | ||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 200,000 | 500,057 | |||||||||||||||||||||||||
Converted shares | 130,721 | ||||||||||||||||||||||||||
Number of shares issued for service | 17,211 | ||||||||||||||||||||||||||
Number of shares issued for service, value | $ 2 | ||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment | 869,412 | ||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment, value | $ 87 | ||||||||||||||||||||||||||
Number of common stock issued | 60,000 | ||||||||||||||||||||||||||
Number of common stock issued, value | $ 6 | ||||||||||||||||||||||||||
Number of options exercised | 29,200 | ||||||||||||||||||||||||||
Number of options exercised, value | $ 3 | ||||||||||||||||||||||||||
Class A Common Stock [Member] | Consultant [Member] | |||||||||||||||||||||||||||
Number of shares issued for service | 806 | 962 | |||||||||||||||||||||||||
Number of shares issued for service, value | $ 2,381 | $ 1,970 | $ 1,960 | $ 1,290 | |||||||||||||||||||||||
Share issued price per share | $ 1.68 | $ 2.03 | $ 2.04 | $ 3.10 | $ 4.96 | $ 4.16 | |||||||||||||||||||||
Class A Common Stock [Member] | Vendor [Member] | |||||||||||||||||||||||||||
Number of shares issued for lieu of principal and interest payment | 10,968 | ||||||||||||||||||||||||||
Share issued price per share | $ 3.71 | ||||||||||||||||||||||||||
Class A Voting Common Stock [Member] | |||||||||||||||||||||||||||
Common stock voting right | 150,000,000 shares of Class A voting common stock | ||||||||||||||||||||||||||
Class B Non Voting Common Stock [Member] | |||||||||||||||||||||||||||
Common stock voting right | 50,000,000 shares of Class B non-voting common stock | ||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||
Common stock, shares issued | 11,698,697 | 10,176,433 | |||||||||||||||||||||||||
Common stock, shares outstanding | 11,698,697 | 10,176,433 | |||||||||||||||||||||||||
Class A Common Stock [Member] | Cohuba [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 257,200 | ||||||||||||||||||||||||||
Class A Common Stock [Member] | Qwizdom, Inc [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 142,857 | ||||||||||||||||||||||||||
Class A Common Stock [Member] | EOS [Member] | |||||||||||||||||||||||||||
Number of shares issued for acquisition | 100,000 | ||||||||||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||||||||
Common stock, shares outstanding |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) | Oct. 15, 2019 | Oct. 01, 2019 | Sep. 17, 2019 | Aug. 06, 2019 | Jun. 22, 2019 | Mar. 12, 2019 | Jan. 02, 2019 | Sep. 17, 2018 | Jun. 22, 2018 | Jun. 21, 2018 | May 31, 2018 | Apr. 02, 2018 | Mar. 29, 2018 | Mar. 19, 2018 | Feb. 14, 2018 | Jan. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 27, 2019 | Dec. 13, 2019 | Dec. 03, 2019 | Nov. 13, 2019 | Oct. 22, 2019 | Mar. 22, 2019 | Mar. 14, 2019 |
Number of shares reserved for future issuance | 305,749 | ||||||||||||||||||||||||
Options intrinsic value | $ 400,000 | $ 500,000 | |||||||||||||||||||||||
Number of stock options issued during period | 802,882 | 1,019,500 | |||||||||||||||||||||||
Option exercise price per share | $ 1.84 | $ 5.08 | |||||||||||||||||||||||
Expected dividends | 0.00% | 0.00% | |||||||||||||||||||||||
Warrants purchased to common stock | 1,129,121 | ||||||||||||||||||||||||
Warrants, strike price | $ 1.68 | ||||||||||||||||||||||||
Unrecognized compensation expense | $ 1,300,000 | ||||||||||||||||||||||||
Compensation expense | $ 700,000 | ||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||||||||||
Warrants, intrinsic value | $ 0 | 0 | |||||||||||||||||||||||
Additional contribution for settlement of liabilities | $ 1,149,580 | ||||||||||||||||||||||||
Gain from settlement of liabilities | $ 103,560 | ||||||||||||||||||||||||
Warrants [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||
Warrants purchased to common stock | 289,253 | 5,000 | |||||||||||||||||||||||
Warrants, intrinsic value | $ 3.94 | ||||||||||||||||||||||||
Warrants, strike price | $ 4.76 | ||||||||||||||||||||||||
Warrants expiration term | 5 years | ||||||||||||||||||||||||
Fair value of warrants | $ 930,000 | $ 12,000 | |||||||||||||||||||||||
Warrants expiration date | Dec. 31, 2021 | ||||||||||||||||||||||||
Estimated compensation expense | $ 62,000 | ||||||||||||||||||||||||
Dynamic Capital LLC [Member] | |||||||||||||||||||||||||
Warrants purchased to common stock | 30,000 | 36,337 | 10,413 | 29,172 | 24,892 | 25,398 | 10,765 | 20,063 | |||||||||||||||||
Warrants, strike price | 86,511 | ||||||||||||||||||||||||
Dynamic Capital LLC [Member] | Previously Issued warrants deemed Expired [Member] | |||||||||||||||||||||||||
Warrants purchased to common stock | 1,021,159 | ||||||||||||||||||||||||
Canaan Parish LLC [Member] | |||||||||||||||||||||||||
Warrants, strike price | $ 16,146 | ||||||||||||||||||||||||
Canaan Parish LLC [Member] | Warrants [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||
Warrants purchased to common stock | 270,000 | ||||||||||||||||||||||||
Warrants, intrinsic value | $ 6 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Discount rate | 1.51% | 2.01% | |||||||||||||||||||||||
Expected life | 3 years | 3 years | |||||||||||||||||||||||
Expected volatility | 69.00% | 66.00% | |||||||||||||||||||||||
Minimum [Member] | Warrants [Member] | |||||||||||||||||||||||||
Discount rate | 1.55% | 2.46% | |||||||||||||||||||||||
Expected life | 18 days | 1 year | |||||||||||||||||||||||
Expected volatility | 54.00% | 71.00% | |||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Discount rate | 2.47% | 2.89% | |||||||||||||||||||||||
Expected life | 6 years | 6 years | |||||||||||||||||||||||
Expected volatility | 70.00% | 71.00% | |||||||||||||||||||||||
Maximum [Member] | Warrants [Member] | |||||||||||||||||||||||||
Discount rate | 2.52% | 2.63% | |||||||||||||||||||||||
Expected life | 2 years | 3 years | |||||||||||||||||||||||
Expected volatility | 120.00% | 74.00% | |||||||||||||||||||||||
Consultant [Member] | Warrants [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||
Warrants purchased to common stock | 25,000 | ||||||||||||||||||||||||
Warrants, intrinsic value | $ 6 | ||||||||||||||||||||||||
Stock Options [Member] | |||||||||||||||||||||||||
Option vested years | 1 year | 1 year | 4 years | ||||||||||||||||||||||
Option expiration term | 5 years | 5 years | 5 years | ||||||||||||||||||||||
Number of stock options issued during period | 300,000 | 300,000 | |||||||||||||||||||||||
Option exercise price per share | $ 1.30 | $ 5.01 | |||||||||||||||||||||||
Fair value of stock options | $ 186,411 | $ 689,000 | |||||||||||||||||||||||
Stock Options [Member] | Qwizdom, Inc [Member] | |||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||
Option expiration term | 10 years | ||||||||||||||||||||||||
Number of stock options issued during period | 60,000 | ||||||||||||||||||||||||
Option exercise price per share | $ 5.78 | ||||||||||||||||||||||||
Fair value of stock options | $ 214,000 | ||||||||||||||||||||||||
Stock Options [Member] | EOS [Member] | |||||||||||||||||||||||||
Option vested years | 4 years | ||||||||||||||||||||||||
Option expiration term | 10 years | ||||||||||||||||||||||||
Number of stock options issued during period | 32,000 | ||||||||||||||||||||||||
Option exercise price per share | $ 3.08 | ||||||||||||||||||||||||
Fair value of stock options | $ 63,000 | ||||||||||||||||||||||||
Stock Options [Member] | President [Member] | |||||||||||||||||||||||||
Number of stock options issued during period | 100,000 | 100,000 | |||||||||||||||||||||||
Stock Options [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||
Number of stock options issued during period | 100,000 | 100,000 | |||||||||||||||||||||||
Stock Options [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||
Number of stock options issued during period | 100,000 | 100,000 | |||||||||||||||||||||||
Stock Options [Member] | Steve Barker [Member] | |||||||||||||||||||||||||
Option expiration term | 10 years | ||||||||||||||||||||||||
Number of stock options issued during period | 20,000 | ||||||||||||||||||||||||
Option exercise price per share | $ 2.50 | ||||||||||||||||||||||||
Fair value of stock options | $ 31,436 | ||||||||||||||||||||||||
Stock Options [Member] | Employees [Member] | |||||||||||||||||||||||||
Option vested years | 4 years | 4 years | 4 years | 4 years | |||||||||||||||||||||
Option expiration term | 5 years | 10 years | 10 years | 5 years | |||||||||||||||||||||
Number of stock options issued during period | 207,000 | 32,000 | 60,000 | 367,500 | |||||||||||||||||||||
Option exercise price per share | $ 1.84 | $ 2.09 | $ 2.85 | $ 5.40 | |||||||||||||||||||||
Fair value of stock options | $ 200,993 | $ 41,811 | $ 106,861 | $ 998,000 | |||||||||||||||||||||
Stock Options [Member] | Board of Directors [Member] | |||||||||||||||||||||||||
Option vested years | 1 year | 1 year | 1 year | ||||||||||||||||||||||
Option expiration term | 5 years | 5 years | 5 years | ||||||||||||||||||||||
Number of stock options issued during period | 52,632 | 131,250 | 25,000 | ||||||||||||||||||||||
Option exercise price per share | $ 1.9 | $ 2.40 | $ 4.06 | ||||||||||||||||||||||
Fair value of stock options | $ 46,593 | $ 146,380 | $ 47,000 | ||||||||||||||||||||||
Stock Options [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||||||||
Number of stock options issued during period | 200,000 | ||||||||||||||||||||||||
Option exercise price per share | $ 5.01 | ||||||||||||||||||||||||
Fair value of stock options | $ 459,000 | ||||||||||||||||||||||||
Stock Options [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||||||||
Option expiration term | 5 years | ||||||||||||||||||||||||
Number of stock options issued during period | 35,000 | ||||||||||||||||||||||||
Option exercise price per share | $ 4 | ||||||||||||||||||||||||
Fair value of stock options | $ 65,000 | ||||||||||||||||||||||||
Directors Officers Key Employees Consultants [Member] | |||||||||||||||||||||||||
Share based compensation stock option available for grant | 2,690,438 |
Stock Compensation - Schedule o
Stock Compensation - Schedule of Stock Option Activities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Units, Outstanding, Beginning balance | 1,718,024 | 812,574 |
Number of Units, Granted | 802,882 | 1,019,500 |
Number of Units, Exercised | (29,200) | |
Number of Units, Cancelled | (136,218) | (84,850) |
Number of Units, Outstanding, Ending balance | 2,384,688 | 1,718,024 |
Number of Units, Exercisable | 1,652,995 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 4.18 | $ 3.01 |
Weighted Average Exercise Price, Granted | 1.84 | 5.08 |
Weighted Average Exercise Price, Exercised | 0.0001 | |
Weighted Average Exercise Price, Cancelled | 3.35 | 4.81 |
Weighted Average Exercise Price, Outstanding, Ending | $ 3.27 | $ 4.18 |
Weighted Average Remaining Contractual Terms (in Years), Outstanding Beginning | 4 years 7 months 21 days | 5 years 7 months 21 days |
Weighted Average Remaining Contractual Terms (in Years), Outstanding Ending | 4 years 1 month 24 days | 4 years 7 months 21 days |
Weighted Average Remaining Contractual Terms (in Years), Exercisable | 3 years 8 months 12 days |
Stock Compensation - Schedule_2
Stock Compensation - Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Units, Outstanding, Beginning Balance | 1,184,121 | 1,070,717 |
Number of Units, Granted | 187,038 | 402,657 |
Number of Units, Cancelled | (1,021,159) | (289,253) |
Number of Units, Outstanding, Ending Balance | 350,000 | 1,184,121 |
Number of Units, Exercisable | 347,187 | |
Weighted Average Exercise Price, Beginning Balance | $ 1.90 | $ 7.57 |
Weighted Average Exercise Price, Granted | 1.50 | 1.70 |
Weighted Average Exercise Price, Cancelled | 1.25 | 3.94 |
Weighted Average Exercise Price, Ending Balance | 2.20 | $ 1.90 |
Weighted Average Exercise Price, Exercisable | $ 2.16 | |
Weighted Average Remaining Contractual Term (in years), Beginning Balance | 1 year 7 months 17 days | 2 years 1 month 13 days |
Weighted Average Remaining Contractual Term (in years), Cancelled | 1 year 6 months | |
Weighted Average Remaining Contractual Term (in years), Ending Balance | 2 years 1 month 9 days | 1 year 7 months 17 days |
Weighted Average Remaining Contractual Term (in years), Exercisable | 2 years 1 month 9 days |
Stock Compensation - Schedule_3
Stock Compensation - Schedule of Stock Compensation Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total stock compensation expense | $ 1,137,575 | $ 1,984,587 |
Class A Common Stock [Member] | ||
Total stock compensation expense | 294,998 | |
Warrants [Member] | ||
Total stock compensation expense | 64,945 | 149,294 |
Stock Options [Member] | ||
Total stock compensation expense | $ 777,632 | $ 1,835,293 |
Other Related Party Transacti_2
Other Related Party Transactions (Details Narrative) - USD ($) | May 07, 2019 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Percentage of annual management fee payable in cash | 0.375% | ||||
Revenues | $ 250,000 | $ 33,030,357 | $ 37,841,277 | ||
Everest Display, Inc [Member] | |||||
Accounts payable | 5,037,569 | 5,491,616 | |||
Payments to acquire products | 900,434 | 4,203,800 | |||
Proceeds from sale | 51,228 | 19,167 | |||
Management Agreement [Member] | |||||
Accounts payable | $ 0 | $ 425,619 | |||
IPO [Member] | |||||
Percentage of annual management fee payable in cash | 1.125% | 1.125% | |||
Annual fee for future | $ 99,950 | $ 750,000 | $ 750,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 444,810 | $ 357,244 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 418,180 |
2021 | 369,914 |
2022 | 135,239 |
Net Minimum Lease Payments | $ 923,333 |
Customer and Supplier Concent_3
Customer and Supplier Concentration (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration risk, description | Significant customers and suppliers are those that account for greater than 10% of the Company's revenues and purchases. |
Customer and Supplier Concent_4
Customer and Supplier Concentration - Schedule of Concentration Risk (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue [Member] | Customer One [Member] | |||
Concentration risk percentage | 14.00% | 39.00% | |
Revenue [Member] | Customer Two [Member] | |||
Concentration risk percentage | 13.00% | ||
Revenue [Member] | Customer Three [Member] | |||
Concentration risk percentage | 12.00% | ||
Accounts Receivable [Member] | Customer One [Member] | |||
Accounts receivable | $ 184,000 | $ 1,495,000 | |
Accounts Receivable [Member] | Customer Two [Member] | |||
Accounts receivable | 605,000 | ||
Accounts Receivable [Member] | Customer Three [Member] | |||
Accounts receivable | $ 235,000 | ||
Purchases [Member] | Vendor One [Member] | |||
Concentration risk percentage | 32.00% | 33.00% | |
Purchases [Member] | Vendor Two [Member] | |||
Concentration risk percentage | 30.00% | ||
Purchases [Member] | Vendor Three [Member] | |||
Concentration risk percentage | [1] | 17.00% | |
Accounts Payable [Member] | Vendor One [Member] | |||
Accounts payable (prepayment) | $ 1,359,000 | $ (282,000) | |
Accounts Payable [Member] | Vendor Two [Member] | |||
Accounts payable (prepayment) | (17,000) | ||
Accounts Payable [Member] | Vendor Three [Member] | |||
Accounts payable (prepayment) | [1] | $ 5,492,000 | |
[1] | EDI, a related party. See Note 15. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 17, 2020 | Apr. 15, 2020 | Apr. 10, 2020 | Mar. 13, 2020 | Feb. 06, 2020 | Jan. 13, 2020 | Jan. 02, 2020 | Oct. 15, 2019 | Oct. 01, 2019 | Sep. 17, 2019 | Aug. 06, 2019 | Jun. 22, 2019 | Jan. 02, 2019 | Mar. 29, 2018 | Feb. 14, 2018 | Jan. 02, 2018 | Mar. 20, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 16, 2015 |
Number of stock options granted, shares | 802,882 | 1,019,500 | ||||||||||||||||||
Option exercise price per share | $ 1.84 | $ 5.08 | ||||||||||||||||||
Common stock per share | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Value of common stock issued during period | $ 420,000 | |||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 300,000 | 300,000 | ||||||||||||||||||
Option exercise price per share | $ 1.30 | $ 5.01 | ||||||||||||||||||
Option expiration term | 5 years | 5 years | 5 years | |||||||||||||||||
Option vested years | 1 year | 1 year | 4 years | |||||||||||||||||
Employees [Member] | Stock Options [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 207,000 | 32,000 | 60,000 | 367,500 | ||||||||||||||||
Option exercise price per share | $ 1.84 | $ 2.09 | $ 2.85 | $ 5.40 | ||||||||||||||||
Option expiration term | 5 years | 10 years | 10 years | 5 years | ||||||||||||||||
Option vested years | 4 years | 4 years | 4 years | 4 years | ||||||||||||||||
Board of Directors [Member] | Stock Options [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 52,632 | 131,250 | 25,000 | |||||||||||||||||
Option exercise price per share | $ 1.9 | $ 2.40 | $ 4.06 | |||||||||||||||||
Option expiration term | 5 years | 5 years | 5 years | |||||||||||||||||
Option vested years | 1 year | 1 year | 1 year | |||||||||||||||||
Mark Elliott [Member] | ||||||||||||||||||||
Debt interest rate percentage | 10.00% | |||||||||||||||||||
Chief Operating Officer [Member] | Stock Options [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 100,000 | 100,000 | ||||||||||||||||||
Everest Display, Inc [Member] | ||||||||||||||||||||
Accounts payable | $ 5,037,569 | $ 5,491,616 | ||||||||||||||||||
Subsequent Event [Member] | Stock Options [Member] | ||||||||||||||||||||
Option expiration term | 5 years | |||||||||||||||||||
Number of stock options granted, value | $ 268,512 | |||||||||||||||||||
Options to purchase shares of common stock | 300,000 | |||||||||||||||||||
Option vested years | 1 year | |||||||||||||||||||
Subsequent Event [Member] | Employees [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 670,000 | |||||||||||||||||||
Option exercise price per share | $ 0.70 | |||||||||||||||||||
Option expiration term | 5 years | |||||||||||||||||||
Number of stock options granted, value | $ 362,891 | |||||||||||||||||||
Subsequent Event [Member] | Executive Team [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 1,400,000 | |||||||||||||||||||
Option exercise price per share | $ 0.70 | |||||||||||||||||||
Option expiration term | 5 years | |||||||||||||||||||
Number of stock options granted, value | $ 758,280 | |||||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 480,000 | |||||||||||||||||||
Option exercise price per share | $ 0.70 | |||||||||||||||||||
Option expiration term | 5 years | |||||||||||||||||||
Number of stock options granted, value | $ 259,982 | |||||||||||||||||||
Subsequent Event [Member] | Mr. Daniel Leis [Member] | ||||||||||||||||||||
Salary | $ 121,000 | |||||||||||||||||||
Target commission | $ 129,000 | |||||||||||||||||||
Subsequent Event [Member] | Mr. Michael Pope [Member] | Restricted Class A Common Stock [Member] | ||||||||||||||||||||
Number of restricted shares of common stock issued during period | 186,484 | |||||||||||||||||||
Subsequent Event [Member] | Mark Elliott [Member] | Stock Options [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 50,000 | |||||||||||||||||||
Option exercise price per share | $ 1.20 | |||||||||||||||||||
Option expiration term | 5 years | |||||||||||||||||||
Number of stock options granted, value | $ 46,700 | |||||||||||||||||||
Option vested years | 1 year | |||||||||||||||||||
Subsequent Event [Member] | President, Chairman [Member] | Stock Options [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 100,000 | |||||||||||||||||||
Option exercise price per share | $ 1.30 | |||||||||||||||||||
Subsequent Event [Member] | Chief Executive Officer, Chief Commercial Officer [Member] | Stock Options [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 100,000 | |||||||||||||||||||
Option exercise price per share | $ 1.30 | |||||||||||||||||||
Subsequent Event [Member] | Chief Operating Officer [Member] | Stock Options [Member] | ||||||||||||||||||||
Number of stock options granted, shares | 100,000 | |||||||||||||||||||
Option exercise price per share | $ 1.30 | |||||||||||||||||||
Subsequent Event [Member] | 2014 Stock Option Plan [Member] | ||||||||||||||||||||
Share based compensation stock option available for grant | 3,700,000 | |||||||||||||||||||
Subsequent Event [Member] | Everest Display, Inc [Member] | ||||||||||||||||||||
Accounts payable | $ 2,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Everest Display, Inc [Member] | Class A Common Stock [Member] | ||||||||||||||||||||
Number of shares issued during period, shares | 1,333,333 | |||||||||||||||||||
Common stock per share | $ 1.50 | |||||||||||||||||||
Subsequent Event [Member] | Asset Purchases Agreement [Member] | Delaware Corporation [Member] | ||||||||||||||||||||
Exchange for purchase price | $ 600,000 | |||||||||||||||||||
Subsequent Event [Member] | Letter Purchases Agreement [Member] | Purchase Note [Member] | July 31, 2020 [Member] | ||||||||||||||||||||
Cash payable | 87,500 | |||||||||||||||||||
Subsequent Event [Member] | Letter Purchases Agreement [Member] | Purchase Note [Member] | October 31, 2020 [Member] | ||||||||||||||||||||
Cash payable | 87,500 | |||||||||||||||||||
Subsequent Event [Member] | Letter Purchases Agreement [Member] | Purchase Note [Member] | January 31, 2021 [Member] | ||||||||||||||||||||
Cash payable | 87,500 | |||||||||||||||||||
Subsequent Event [Member] | Letter Purchases Agreement [Member] | Purchase Note [Member] | April 30, 2021 [Member] | ||||||||||||||||||||
Cash payable | 87,500 | |||||||||||||||||||
Subsequent Event [Member] | Letter Purchases Agreement [Member] | Delaware Corporation [Member] | ||||||||||||||||||||
Exchange for purchase price | 600,000 | |||||||||||||||||||
Cash payable | 100,000 | |||||||||||||||||||
Working capital credit and inventory adjustment | 150,000 | |||||||||||||||||||
Subsequent Event [Member] | Letter Purchases Agreement [Member] | Delaware Corporation [Member] | Purchase Note [Member] | ||||||||||||||||||||
Cash payable | $ 350,000 | |||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Class A Common Stock [Member] | ||||||||||||||||||||
Value of common stock issued during period | $ 60,000 | |||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | 2020 Note [Member] | ||||||||||||||||||||
Convertible promissory note | $ 825,000 | |||||||||||||||||||
Debt interest rate percentage | 8.00% | |||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Lind Global Macro Fund, LP [Member] | ||||||||||||||||||||
Value of common stock issued during period | $ 750,000 | |||||||||||||||||||
Debt commitment fee | 26,250 | |||||||||||||||||||
Debt maturity description | The Note matures over 24 months, with repayment to commence August 4, 2020, after which time the Company will be obligated to make monthly payments of $45,833.33 (the "Monthly Payments"), plus interest. | |||||||||||||||||||
Debt monthly payment | $ 45,833 | |||||||||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Harold Bevis [Member] | ||||||||||||||||||||
Number of restricted shares of common stock issued during period | 506,355 |