Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 11, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | PowerFleet, Inc. | |
Entity Central Index Key | 0001774170 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,899,110 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 16,606 | $ 16,395 | [1] |
Restricted cash | 308 | 308 | [1] |
Accounts receivable, net of allowance for doubtful accounts of $2,004 and $1,973 in 2019 and 2020, respectively | 24,880 | 27,016 | [1] |
Inventory, net | 15,149 | 16,381 | [1] |
Deferred costs - current | 3,656 | 3,720 | [1] |
Prepaid expenses and other current assets | 6,703 | 7,370 | [1] |
Total current assets | 67,302 | 71,190 | [1] |
Deferred costs - less current portion | 4,061 | 4,810 | [1] |
Fixed assets, net | 7,166 | 8,240 | [1] |
Goodwill | 88,871 | 89,068 | [1] |
Intangible assets, net | 35,272 | 36,639 | [1] |
Right of use asset | 7,069 | 7,024 | [1] |
Severance payable fund | 3,368 | 3,530 | [1] |
Other assets | 2,652 | 2,532 | [1] |
Total assets | 215,761 | 223,033 | [1] |
Current liabilities: | |||
Short-term bank debt and current maturities of long-term debt | 3,933 | 3,373 | [1] |
Convertible note payable | 5,000 | 5,000 | [1] |
Accounts payable and accrued expenses | 23,128 | 24,880 | [1] |
Deferred revenue - current | 8,437 | 7,687 | |
Lease liability - current | 2,699 | 868 | [1] |
Total current liabilities | 43,197 | 41,808 | [1] |
Long-term debt, less current maturities | 24,503 | 26,515 | [1] |
Deferred revenue - less current portion | 7,438 | 8,544 | |
Lease liability - less current portion | 4,553 | 6,371 | [1] |
Accrued severance payable | 4,024 | 4,062 | [1] |
Deferred tax liability | 4,397 | 3,722 | [1] |
Other long-term liabilities | 751 | 438 | [1] |
Total liabilities | 88,863 | 91,460 | [1] |
Commitments and Contingencies (Note 21) | [1] | ||
MEZZANINE EQUITY | |||
Convertible redeemable Preferred stock: Series A - 100 shares authorized, $0.01 par value; 52 shares issued and outstanding | 48,516 | 47,393 | [1] |
STOCKHOLDERS' EQUITY | |||
Preferred stock; authorized 50,000 shares, $0.01 par value; | [1] | ||
Common stock; authorized 75,000 shares, $0.01 par value; 30,804 and 31,012 shares issued at December 31, 2019 and March 31, 2020, respectively; shares outstanding, 29,743 and 29,881 at December 31, 2019 and March 31, 2020, respectively | 310 | 308 | [1] |
Additional paid-in capital | 202,288 | 201,813 | [1] |
Accumulated deficit | (115,569) | (112,143) | [1] |
Accumulated other comprehensive (loss) gain | (2,061) | 265 | [1] |
Treasury stock; 1,061 and 1,131 common shares at cost at December 31, 2019 and March 31, 2020, respectively | (6,541) | (6,053) | [1] |
Total PowerFleet, Inc. stockholders' equity | 78,427 | 84,190 | [1] |
Non-controlling interest | (45) | (10) | [1] |
Total equity | 78,382 | 84,180 | [1] |
Total liabilities and stockholders' equity | $ 215,761 | $ 223,033 | [1] |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable current | $ 1,973 | $ 2,004 |
Series A Convertible redeemable preferred stock, shares authorized | 100,000 | 100,000 |
Series A Convertible redeemable preferred stock, par value | $ 0.01 | $ 0.01 |
Series A Convertible redeemable preferred stock, shares issued | 52,000 | 52,000 |
Series A Convertible redeemable preferred stock, shares outstanding | 52,000 | 52,000 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares issued | 31,012,000 | 30,804,000 |
Common stock, shares outstanding | 29,881,000 | 29,743,000 |
Treasury stock, shares | 1,131,000 | 1,061,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total Revenue | $ 30,799 | $ 13,611 |
Cost of revenue: | ||
Total Cost of revenue | 15,933 | 6,593 |
Gross profit | 14,866 | 7,018 |
Operating expenses: | ||
Selling, general and administrative expenses | 15,103 | 6,110 |
Research and development expenses | 3,172 | 1,660 |
Acquisition-related fees | 1,449 | |
Total Operating expenses | 18,275 | 9,219 |
Loss from operations | (3,409) | (2,201) |
Interest income | 14 | 65 |
Interest expense | 145 | (20) |
Other income (loss), net | 2 | (38) |
Net loss before income taxes | (3,248) | (2,194) |
Income taxes | 193 | |
Net loss before non-controlling interest | (3,441) | (2,194) |
Non-controlling interest | 15 | |
Preferred stock dividends | (1,123) | |
Net loss attributable to common stockholders | $ (4,549) | $ (2,194) |
Net loss per share - basic and diluted | $ (0.16) | $ (0.12) |
Weighted average common shares outstanding - basic and diluted | 29,034,000 | 17,621,000 |
Products [Member] | ||
Revenue: | ||
Total Revenue | $ 13,208 | $ 7,249 |
Cost of revenue: | ||
Total Cost of revenue | 9,302 | 4,239 |
Services [Member] | ||
Revenue: | ||
Total Revenue | 17,591 | 6,362 |
Cost of revenue: | ||
Total Cost of revenue | $ 6,631 | $ 2,354 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss attributable to common stockholders | $ (4,549) | $ (2,194) |
Other comprehensive (loss) income, net: | ||
Unrealized (loss) gain on investments | 9 | |
Reclassification of net realized investment loss included in net loss | 38 | |
Foreign currency translation adjustment | (2,326) | (12) |
Total other comprehensive income (loss) | (2,326) | 35 |
Comprehensive loss | $ (6,875) | $ (2,159) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Treasury Stock [Member] | Non-controlling Interest [Member] | Total | |
Balance at Dec. 31, 2018 | $ 192 | $ 138,693 | $ (101,180) | $ (435) | $ (5,736) | $ 31,534 | ||
Balance, shares at Dec. 31, 2018 | 19,178,000 | |||||||
Net loss attributable to common stockholders | (2,194) | (2,194) | ||||||
Foreign currency translation adjustment | (12) | (12) | ||||||
Reclassification of realized losses on investments, net of unrealized amounts | 47 | 47 | ||||||
Issuance of restricted shares | $ 1 | $ (1) | ||||||
Issuance of restricted shares, shares | 81,000 | |||||||
Shares withheld pursuant to vesting of restricted stock | (226) | (226) | ||||||
Stock based compensation | $ 583 | $ 583 | ||||||
Balance at Mar. 31, 2019 | $ 193 | 139,275 | (103,374) | (400) | (5,962) | 29,732 | ||
Balance, shares at Mar. 31, 2019 | 19,259,000 | |||||||
Balance at Dec. 31, 2019 | $ 308 | 201,813 | (112,143) | 265 | (6,053) | (10) | 84,180 | [1] |
Balance, shares at Dec. 31, 2019 | 30,804,000 | |||||||
Net loss attributable to common stockholders | (1,123) | (3,426) | (4,549) | |||||
Net loss attributable to non-controlling interest | (15) | (15) | ||||||
Foreign currency translation adjustment | (2,326) | (20) | (2,326) | |||||
Reclassification of realized losses on investments, net of unrealized amounts | ||||||||
Issuance of restricted shares | ||||||||
Issuance of restricted shares, shares | 40,000 | |||||||
Forfeiture of restricted shares | ||||||||
Forfeiture of restricted shares, shares | (32,000) | |||||||
Vesting of restricted stock units | $ 1 | (1) | ||||||
Vesting of restricted stock units, shares | 110,000 | |||||||
Other | 62 | 62 | ||||||
Shares issued pursuant to exercise of stock options | $ 1 | 382 | 383 | |||||
Shares issued pursuant to exercise of stock options, shares | 90,000 | |||||||
Shares withheld pursuant to exercise of stock options | $ (256) | $ (256) | ||||||
Shares withheld pursuant to vesting of restricted stock | (232) | (232) | ||||||
Stock based compensation | $ 1,155 | $ 1,155 | ||||||
Balance at Mar. 31, 2020 | $ 310 | $ 202,288 | $ (115,569) | $ (2,061) | $ (6,541) | $ (45) | $ 78,382 | |
Balance, shares at Mar. 31, 2020 | 31,012,000 | |||||||
[1] | Derived from audited balance sheet as of December 31, 2019. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Cash flows from operating activities: (net of assets acquired) | |||
Net loss before non-controlling interest | $ (3,441) | $ (2,194) | |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Inventory reserve | 63 | 45 | |
Stock-based compensation expense | 1,109 | 583 | |
Depreciation and amortization | 2,067 | 382 | |
Right of use asset non-cash lease expense | 731 | 160 | |
Bad debt expense | 184 | 72 | |
Change in contingent consideration | 20 | ||
Deferred taxes | 193 | ||
Other non-cash items | (8) | 33 | |
Changes in: | |||
Accounts receivable | 820 | (3,928) | |
Inventories | 691 | (255) | |
Prepaid expenses and other assets | (549) | 141 | |
Deferred costs | 812 | (834) | |
Deferred revenue | (924) | 2,702 | |
Accrued severance payable, net | 100 | ||
Lease liabilities | (785) | (196) | |
Accounts payable and accrued expenses | 1,694 | 1,653 | |
Net cash (used in) provided by operating activities | 2,757 | (1,616) | |
Cash flows from investing activities: | |||
Acquisition | (3,097) | ||
Proceeds from sale of property and equipment | 16 | ||
Capital expenditures | (471) | (234) | |
Purchase of investments | (99) | ||
Proceeds from the sale and maturities of investments | 4,638 | ||
Net cash provided by (used in) investing activities | (455) | 1,208 | |
Cash flows from financing activities: | |||
Short-term bank debt, net | 104 | ||
Repayments of long-term debt | (479) | ||
Proceeds from exercise of stock options | 127 | ||
Shares withheld pursuant to vesting of restricted stock | (232) | (226) | |
Net cash used in financing activities | (480) | (226) | |
Effect of foreign exchange rate changes on cash and cash equivalents | (1,611) | (10) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 211 | (644) | |
Cash, cash equivalents and restricted cash - beginning of period | 16,703 | 10,466 | |
Cash, cash equivalents and restricted cash - end of period | 16,914 | 9,822 | |
Reconciliation of cash, cash equivalents, and restricted cash, beginning of period | |||
Cash and cash equivalents | 16,395 | [1] | 10,159 |
Restricted cash | 308 | [1] | 307 |
Cash, cash equivalents, and restricted cash, beginning of period | 16,703 | 10,466 | |
Cash and cash equivalents | 16,606 | 9,515 | |
Restricted cash | 308 | 307 | |
Cash, cash equivalents, and restricted cash, end of period | 16,914 | 9,822 | |
Cash paid for: | |||
Taxes | 5 | ||
Interest | 483 | ||
Noncash investing and financing activities: | |||
Unrealized (loss) gain on investments | 47 | ||
Value of shares withheld pursuant to exercise of stock options | $ 256 | ||
[1] | Derived from audited balance sheet as of December 31, 2019. |
Description of the Company and
Description of the Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of the Company and Basis of Presentation | NOTE 1 - DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION Description of the Company As described more fully in Note 4, on October 3, 2019, PowerFleet, Inc. (together with its subsidiaries, “PowerFleet,” the “Company,” “we,” “our” or “us”) completed the Transactions (as defined below) contemplated by (i) the Agreement and Plan of Merger, dated as of March 13, 2019 (the “Merger Agreement”), by and among I.D. Systems, Inc., a Delaware corporation (“I.D. Systems”), the Company, Pointer Telocation Ltd., a private company limited by shares formed under the laws of the State of Israel (“Pointer”), PowerFleet Israel Ltd. (f/k/a Powerfleet Israel Holding Company Ltd.), a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of the Company (“PowerFleet Israel”), and Powerfleet Israel Acquisition Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of PowerFleet Israel prior to the Transactions (“Pointer Merger Sub”), and (ii) the Investment and Transaction Agreement, dated as of March 13, 2019, as amended by Amendment No. 1 thereto dated as of May 16, 2019, Amendment No. 2 thereto dated as of June 27, 2019 and Amendment No. 3 thereto dated as of October 3, 2019 (the “Investment Agreement,” and together with the Merger Agreement, the “Agreements”), by and among I.D. Systems, the Company, PowerFleet US Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of the Company prior to the Transactions (“I.D. Systems Merger Sub”), and ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P. and ABRY Investment Partnership, L.P. (the “Investors”), affiliates of ABRY Partners II, LLC. As a result of the transactions contemplated by the Agreements (the “Transactions”), I.D. Systems and PowerFleet Israel each became direct, wholly-owned subsidiaries of the Company and Pointer became an indirect, wholly-owned subsidiary of the Company. Prior to the Transactions, PowerFleet had no material assets, did not operate any business and did not conduct any activities, other than those incidental to its formation and matters contemplated by the Agreements. I.D. Systems was determined to be the accounting acquirer in the Transactions. As a result, the historical financial statements of I.D. Systems for the periods prior to the Transactions are considered to be the historical financial statements of PowerFleet and the results of Pointer have been included in the Company’s consolidated financial statements from the date of the Transactions. The Company is a global leader and provider of subscription-based wireless Internet-of-Things (IoT) and machine-to-machine (M2M) solutions for securing, controlling, tracking, and managing high-value enterprise assets such as industrial trucks, tractor trailers, containers, cargo, and vehicles and truck fleets. I.D. Systems, Inc. was incorporated in the State of Delaware in 1993. PowerFleet, Inc. was incorporated in the State of Delaware in February 2019 for the purpose of effectuating the Transactions and commenced operations on October 3, 2019, upon the closing of the Transactions. Impact of COVID-19 The global outbreak of a novel strain of coronavirus, COVID-19, and mitigation efforts by governments to attempt to control its spread, has resulted in significant economic disruption and continues to adversely impact the broader global economy. The extent of the impact on the Company’s business and financial results will depend largely on future developments that cannot be accurately predicted at this time, including the duration of the spread of the outbreak, the extent and effectiveness of containment actions and the impact of these and other factors on capital and financial markets and the related impact on the financial circumstances of our employees, customers and suppliers. As of the date of these unaudited interim condensed consolidated financial statements, the full extent to which the COVID-19 pandemic may materially impact the Company’s business, results of operations and financial condition is uncertain. Basis of presentation The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the consolidated financial position of the Company as of March 31, 2020, the consolidated results of its operations for the three-month periods ended March 31, 2019 and 2020, the consolidated change in stockholders’ equity for the three-month periods ended March 31, 2019 and 2020 and the consolidated cash flows for the three-month periods ended March 31, 2019 and 2020. The results of operations for the three-month period ended March 31, 2020 are not necessarily indicative of the operating results for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year then ended. Liquidity As of March 31, 2020, the Company had cash and cash equivalents of $16,606 and working capital of $24,105. The Company’s primary sources of cash are cash flows from operating activities, its holdings of cash, cash equivalents and investments from the sale of its capital stock and borrowings under its credit facility. To date, the Company has not generated sufficient cash flows solely from operating activities to fund its operations. In addition, PowerFleet Israel and Pointer are party to a Credit Agreement (the “Credit Agreement”) with Bank Hapoalim B.M. (“Hapoalim”), pursuant to which Hapoalim provided PowerFleet Israel with two senior secured term loan facilities in an aggregate principal amount of $30,000 (comprised of two facilities in the aggregate principal amount of $20,000 and $10,000) and a five-year revolving credit facility to Pointer in an aggregate principal amount of $10,000. The proceeds of the term loan facilities were used to finance a portion of the cash consideration payable in the Company’s acquisition of Pointer. The proceeds of the revolving credit facility may be used by Pointer for general corporate purposes. The Company has not borrowed under the revolving credit facility as of March 31, 2020. See Note 12 for additional information. The Company has on file a shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission (the “SEC”) on November 27, 2019. Pursuant to the shelf registration statement, the Company may offer to the public from time to time, in one or more offerings, up to $60,000 of its common stock, preferred stock, warrants, debt securities, and units, or any combination of the foregoing, at prices and on terms to be determined at the time of any such offering. The specific terms of any future offering will be determined at the time of the offering and described in a prospectus supplement that will be filed with the SEC in connection with such offering. The Company believes that its available working capital, anticipated level of future revenues and expected cash flows from operations will provide sufficient funds to cover capital requirements through at least May 15, 2021. |
Use of Estimates
Use of Estimates | 3 Months Ended |
Mar. 31, 2020 | |
Capital Leases Future Minimum Payments Receivable Noncurrent | |
Use of Estimates | NOTE 2 – USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company continually evaluates estimates used in the preparation of the financial statements for reasonableness. The most significant estimates relate to measurements of fair value of assets acquired and liabilities assumed and acquisition-related contingent consideration, realization of deferred tax assets, the impairment of tangible and intangible assets, the assessment of the Company’s incremental borrowing rate used to determine its right-of-use asset and lease liability, deferred revenue and stock-based compensation costs. Actual results could differ from those estimates. As of March 31, 2020, the impact of the outbreak of COVID-19 continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | NOTE 3 – CASH AND CASH EQUIVALENTS The Company considers all highly liquid debt instruments with an original maturity of three months or less when purchased to be cash equivalents unless they are legally or contractually restricted. The Company’s cash and cash equivalent balances exceed Federal Deposit Insurance Corporation (FDIC) and other local jurisdictional limits. Restricted cash at December 31, 2019 and March 31, 2020 consists of cash held in escrow for purchases from a vendor. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4 - ACQUISITIONS Pointer Transactions On October 3, 2019 (the “Closing Date”), in connection with the completion of the Transactions and pursuant to the terms of the Investment Agreement, I.D. Systems reorganized into a new holding company structure by merging I.D. Systems Merger Sub with and into I.D. Systems (the “I.D. Systems Merger”), with I.D. Systems surviving as a direct, wholly-owned subsidiary of PowerFleet. Also on October 3, 2019, pursuant to the terms of the Merger Agreement, Pointer Merger Sub merged with and into Pointer (the “Pointer Merger”), with Pointer surviving as a direct, wholly-owned subsidiary of PowerFleet Israel and an indirect, wholly-owned subsidiary of PowerFleet. As a result of the Transactions, I.D. Systems and PowerFleet Israel each became direct, wholly-owned subsidiaries of PowerFleet and Pointer became an indirect, wholly-owned subsidiary of PowerFleet. In addition, as a result of the Transactions, PowerFleet became a publicly traded corporation and former I.D. Systems stockholders and former Pointer shareholders received common stock of PowerFleet. I.D. Systems common stock ceased trading on the Nasdaq Global Market and Pointer ordinary shares ceased trading on the Nasdaq Capital Market and the Tel Aviv Stock Exchange (“TASE”), following the close of trading on October 2, 2019 and at the effectiveness of the Pointer Merger on October 3, 2019, respectively, and PowerFleet common stock commenced trading on the Nasdaq Global Market on October 3, 2019 and on the TASE on October 6, 2019, in each case under the symbol “PWFL”. At the effective time of the I.D. Systems Merger (the “I.D. Systems Merger Effective Time”), each share of I.D. Systems common stock outstanding immediately prior to such time (other than any I.D. Systems common stock owned by I.D. Systems immediately prior to the I.D. Systems Merger Effective Time) was converted automatically into the right to receive one share of PowerFleet common stock. At the effective time of the Pointer Merger (the “Pointer Merger Effective Time”), each Pointer ordinary share outstanding immediately prior to such time (other than Pointer ordinary shares owned, directly or indirectly, by I.D. Systems, PowerFleet or any of their subsidiaries or Pointer or any of its wholly-owned subsidiaries immediately prior to the Pointer Merger Effective Time) was cancelled in exchange for $8.50 in cash, without interest (the “Cash Consideration”), and 1.272 shares of PowerFleet common stock (the “Stock Consideration,” and together with the Cash Consideration, the “Pointer Merger Consideration”). I.D. Systems stock options and restricted stock awards that were outstanding immediately prior to the I.D. Systems Merger Effective Time were converted automatically into equivalent PowerFleet awards on the same terms and conditions applicable to such I.D. Systems stock options and restricted stock awards prior to the I.D. Systems Merger Effective Time. At the Pointer Merger Effective Time, each award of options to purchase Pointer ordinary shares that was outstanding and unvested immediately prior to such time was cancelled and substituted with options to purchase shares of PowerFleet common stock under the Company’s 2018 Incentive Plan on the same material terms and conditions as were applicable to the corresponding option immediately prior to the Pointer Merger Effective Time, except that (i) the number of shares of PowerFleet common stock underlying such substituted option is equal to the product of (A) the number of Pointer ordinary shares underlying such option immediately prior to the Pointer Merger Effective Time multiplied by (B) 2.544, with any fractional shares rounded down to the nearest whole number of shares of PowerFleet common stock, and (ii) the per-share exercise price is equal to the quotient obtained by dividing (A) the exercise price per Pointer ordinary share subject to such option immediately prior to the Pointer Merger Effective Time by (B) 2.544 (rounded up to the nearest whole cent). At the Pointer Merger Effective Time, each award of options to purchase Pointer ordinary shares that was outstanding and vested immediately prior to such time was cancelled in exchange for the right to receive the product of (i) the excess, if any, of (A) the Pointer Merger Consideration (allocated between the Cash Consideration and the Stock Consideration in the same proportion as for holders of Pointer ordinary shares), over (B) the exercise price per Pointer ordinary share subject to such option, multiplied by (ii) the total number of Pointer ordinary shares underlying such option. If the exercise price of a vested option was equal to or greater than the consideration payable in respect of a vested option, such option was cancelled without payment. At the Pointer Merger Effective Time, each award of restricted stock units of Pointer (a “Pointer RSU”) that was outstanding and vested immediately prior to such time was cancelled in exchange for the right to receive the Pointer Merger Consideration (allocated between the Cash Consideration and the Stock Consideration in the same proportion as for holders of Pointer ordinary shares). Each Pointer RSU that was outstanding and unvested immediately prior to such time was cancelled and substituted with restricted stock units under the 2018 Plan representing the right to receive, on the same material terms and conditions as were applicable under such Pointer RSU immediately prior to the Pointer Merger Effective Time, that number of shares of PowerFleet common stock equal to the product of (i) the number of Pointer ordinary shares underlying such Pointer RSU immediately prior to the Pointer Merger Effective Time multiplied by (ii) 2.544, with any fractional shares rounded down to the nearest lower whole number of shares of PowerFleet common stock. Total consideration for the Transactions of $130,415 included (i) $71,874 in cash paid at closing, (ii) 10,756 shares of PowerFleet common stock issued at closing with a fair value of $58,080 and (iii) $461 for share-based awards assumed. The Cash Consideration was financed using (i) net proceeds of the issuance and sale by PowerFleet of 50 shares of Series A Preferred Stock to the Investors for an aggregate purchase price of $50,000 pursuant to the terms of the Investment Agreement, and (ii) term loan borrowings by PowerFleet Israel on the Closing Date of $30,000 under the Credit Agreement. Pointer is a provider of telematics and mobile IoT solutions to the automotive, insurance and logistics (cargo, assets and containers) industries. Pointer’s cloud-based software-as-a-service (SaaS) platform extracts and captures data from an organization’s mobility points, including drivers, routes, points-of-interest, logistics network, vehicles, trailers, containers and cargo. The Transactions are expected to provide the Company with operational synergies and access to a broader base of customers. The purchase method of accounting in accordance with ASC805, Business Combinations The following table summarizes the preliminary purchase price allocation based on estimated fair values of the net assets acquired at the acquisition date: Accounts receivable $ 19,701 Inventory 8,666 Other assets 26,461 Customer relationships 15,610 Trademark and tradename 6,096 Technology 10,911 Goodwill (a) 78,445 Less: Current liabilities assumed (21,055 ) Less: Non current liabilities assumed (14,420 ) Net assets acquired $ 130,415 (a) The goodwill is not deductible for tax purposes. The results of operations of Pointer have been included in the consolidated statement of operations as of the effective date of the Transactions. The following table represents the combined pro forma revenue and earnings for the three-month periods ended March 31, 2019: Three-Months Ended March 31, 2019 Historical Pro Forma Combined (Unaudited) Revenues $ 13,611 $ 31,256 Operating loss (2,194 ) (4,242 ) Net loss per share - basic and diluted $ (0.12 ) $ (0.15 ) The combined pro forma revenue and earnings for the three-month period ended March 31, 2019 for the Transactions were prepared as though such transactions had occurred as of January 1, 2019. The pro forma results do not include any anticipated cost synergies or other effects of the planned integration of Pointer. This summary is not necessarily indicative of what the results of operations would have been had the Transactions occurred during such period, nor does it purport to represent results of operations for any future periods. CarrierWeb Acquisitions On January 30, 2019, the Company completed the acquisition (the “CarrierWeb US Acquisition”) of substantially all of the assets of CarrierWeb, L.L.C. (“CarrierWeb”), an Atlanta-based provider of real-time in-cab mobile communications technology, electronic logging devices, two-way refrigerated command and control, and trailer tracking. Aggregate consideration for the CarrierWeb US Acquisition was $3,500, consisting of (i) a closing cash payment of $2,800 which consisted of cash of $2,150 and a credit bid by the Company in the amount of the aggregate principal amount plus accrued and unpaid interest outstanding under a $650 debtor-in-possession loan made by the Company to CarrierWeb on January 11, 2019, and (ii) a $700 payment in April 2019, when CarrierWeb Services Ltd. (“CarrierWeb Ireland”) was restored to the Register of Companies in Ireland. The CarrierWeb US Acquisition was subject to the entry of a sale order by the United States Bankruptcy Court for the Northern District of Georgia approving such acquisition. The sale order was entered on January 28, 2019. In connection with the restoration of CarrierWeb Ireland to the Register of Companies in Ireland, the Company also made certain loans to CarrierWeb Ireland in the aggregate principal amount of $300. On July 30, 2019, the Company completed the acquisition (the “CarrierWeb Ireland Acquisition” and together with the CarrierWeb US Acquisition, the “CarrierWeb Acquisitions”) of substantially all of the assets of CarrierWeb Ireland, an affiliate of CarrierWeb, from e*freightrac Holding B.V., the owner of the outstanding equity of CarrierWeb Ireland. Consideration for the CarrierWeb Ireland Acquisition included (i) $550 in cash paid at closing, and (ii) 127 shares of the Company’s common stock, less (1) 56 shares for the satisfaction of aggregate principal amount plus accrued and unpaid interest outstanding under $300 loans, less (2) 44 shares held back with an estimated fair value of $250, which were released in November 2019. The assets the Company acquired in the CarrierWeb Acquisitions have been integrated into the Company’s products. In connection with the CarrierWeb Acquisitions, the Company offered employment to all of the former employees of CarrierWeb and CarrierWeb Ireland. The CarrierWeb Acquisitions allow the Company to offer a full complement of highly-integrated logistics technology solutions to its current customers and prospects and immediately add customers and subscriber units. The purchase method of accounting in accordance with ASC805, Business Combinations The following table summarizes the final purchase price allocation of CarrierWeb and CarrierWeb Ireland based on the fair values of the net assets acquired at the acquisition date: Accounts receivable $ 192 Inventory 200 Other assets 26 Customer relationships 531 Trademark and tradename 90 Patents 628 Goodwill (a) 3,108 Net assets acquired $ 4,775 (a) The goodwill is fully deductible for tax purposes. The results of operations from each of the CarrierWeb Acquisitions have been included in the consolidated statement of operations as of the effective date of each such acquisition. For the three months ended March 31, 2020, the CarrierWeb acquisition contributed approximately $628 to the Company’s revenues. Operating income contributed by the CarrierWeb Acquisitions was not separately identifiable due to Company’s integration activities and is impracticable to provide. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 5 - REVENUE RECOGNITION The Company and its subsidiaries generate revenue from sales of systems and products and from customer SaaS and hosting infrastructure fees. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Sales, value add, and other taxes the Company collects concurrently with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The expected costs associated with the Company’s base warranties continue to be recognized as expense when the products are sold (see Note 13). Revenue is recognized when performance obligations under the terms of a contract with our customer are satisfied. Product sales are recognized at a point in time when title transfers, when the products are shipped, or when control of the system is transferred to the customer, which usually is upon delivery of the system and when contractual performance obligations have been satisfied. For products which do not have stand-alone value to the customer separate from the SaaS services provided, the Company considers both hardware and SaaS services a bundled performance obligation. Under the applicable accounting guidance, all of the Company’s billings for equipment and the related cost for these systems are deferred, recorded, and classified as a current and long-term liability and a current and long-term asset, respectively. The deferred revenue and cost are recognized over the service contract life, ranging from one to five years, beginning at the time that a customer acknowledges acceptance of the equipment and service. The Company recognizes revenue for remotely hosted SaaS agreements and post-contract maintenance and support agreements beyond our standard warranties over the life of the contract. Revenue is recognized ratably over the service periods and the cost of providing these services is expensed as incurred. Amounts invoiced to customers which are not recognized as revenue are classified as deferred revenue and classified as short-term or long-term based upon the terms of future services to be delivered. Deferred revenue also includes prepayment of extended maintenance, hosting and support contracts. The Company earns other service revenues from installation services, training and technical support services which are short-term in nature and revenue for these services are recognized at the time of performance or right to invoice. The Company recognizes revenue on non-recurring engineering services over time, on an input-cost method performance basis, as determined by the relationship of actual labor and material costs incurred to date compared to the estimated total project costs. Estimates of total project costs are reviewed and revised during the term of the project. Revisions to project costs estimates, where applicable, are recorded in the period in which the facts that give rise to such changes become known. The Company also derives revenue from leasing arrangements. Such arrangements provide for monthly payments covering product or system sale, maintenance, support and interest. These arrangements meet the criteria to be accounted for as sales-type leases. Accordingly, an asset is established for the “sales-type lease receivable” at the present value of the expected lease payments and revenue is deferred and recognized over the service contract, as described above. Maintenance revenues and interest income are recognized monthly over the lease term. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on observable prices charged to customers or adjusted market assessment or using expected cost-plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. The Company recognizes an asset for the incremental costs of obtaining the contract arising from the sales commissions to employees because the Company expects to recover those costs through future fees from the customers. The Company amortizes the asset over one to five years because the asset relates to the services transferred to the customer during the contract term of one to five years. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed. Deferred product costs consist of logistics visibility solutions equipment costs deferred in accordance with our revenue recognition policy. The Company evaluates the realizability of the carrying amount of the deferred contract costs. To the extent the carrying value of the deferred contract costs exceed the contract revenue, an impairment loss will be recognized. The following table presents the Company’s revenues disaggregated by revenue source for the three months ended March 31, 2019 and 2020: Three Months Ended March 31, 2019 2020 Products $ 7,249 $ 13,208 Services 6,362 17,591 $ 13,611 $ 30,799 The balances of contract assets, and contract liabilities from contracts with customers are as follows as of December 31, 2019 and March 31, 2020: December 31, 2019 March 31, 2020 (Unaudited) Assets: Deferred contract costs $ 2,196 $ 2,096 Deferred costs $ 8,530 $ 7,717 Liabilities: Contract liabilities (1) $ 1,098 $ 903 Deferred revenue -other (1) $ 227 $ 315 Deferred maintenance and SaaS revenue (1) 5,072 5,734 Deferred logistics visibility solutions product revenue (1) 10,932 9,827 17,329 16,779 Less: Deferred revenue and contract liabilities - Current portion (8,536 ) (9,088 ) Deferred revenue and contract liabilities - less current portion $ 8,793 $ 7,691 (1) The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance. For the three-month periods ended March 31, 2019 and 2020, the Company recognized revenue of $2,500 and $2,174, respectively, that was included in the deferred revenue balance at the beginning of each reporting period. The Company expects to recognize as revenue before year 2025, when the services are performed and, therefore, satisfies its performance obligation to the customers. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 3 Months Ended |
Mar. 31, 2020 | |
Prepaid Expense and Other Assets [Abstract] | |
Prepaid Expenses and Other Assets | NOTE 6 – PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other current assets consist of the following: December 31, 2019 March 31, 2020 (Unaudited) Finance receivables, current $ 893 $ 813 Prepaid expenses 3,221 3,272 Contract assets 1,335 1,033 Other current assets 1,921 1,585 $ 7,370 $ 6,703 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 7 - INVENTORY Inventory, which primarily consists of finished goods and components used in the Company’s products, is stated at the lower of cost or net realizable value using the first-in first-out (FIFO) method. Inventory is shown net of a valuation reserve of $487 at December 31, 2019, and $583 at March 31, 2020. Inventories consist of the following: December 31, 2019 March 31, 2020 (Unaudited) Components $ 8,183 $ 7,567 Work in process 210 167 Finished goods 7,988 7,415 $ 16,381 $ 15,149 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 8 - FIXED ASSETS Fixed assets are stated at cost, less accumulated depreciation and amortization, and are summarized as follows: December 31, 2019 March 31, 2020 (Unaudited) Installed products $ 3,180 $ 3,047 Computer software 5,635 5,618 Computer and electronic equipment 6,231 4,691 Furniture and fixtures 1,364 1,230 Leasehold improvements 641 606 17,051 15,192 Accumulated depreciation and amortization (8,811 ) (8,026 ) $ 8,240 $ 7,166 Depreciation and amortization expense of fixed assets for the three-month periods ended March 31, 2019 and 2020 was $189,000 and $735,000, respectively. This includes amortization of costs associated with computer software for the three-month periods ended March 31, 2019 and 2020 of $133,000 and $131,000, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 9 - INTANGIBLE ASSETS AND GOODWILL The following table summarizes identifiable intangible assets of the Company as of December 31, 2019 and March 31, 2020: March 31, 2020 (Unaudited) Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 - 12 $ 19,264 $ (1,514 ) $ 17,750 Trademark and tradename 3 - 15 7,553 (689 ) 6,864 Patents 7 - 11 2,117 (1,492 ) 625 Technology 7 10,911 (1,269 ) 9,642 Favorable contract interest 4 388 (259 ) 129 Covenant not to compete 5 208 (111 ) 97 40,441 (5,334 ) 35,107 Unamortized: Customer list 104 - 104 Trademark and Tradename 61 - 61 165 - 165 Total $ 40,606 $ (5,334 ) $ 35,272 December 31, 2019 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 - 12 $ 19,299 $ (1,108 ) $ 18,191 Trademark and tradename 3 - 15 7,553 (488 ) 7,065 Patents 7 - 11 2,117 (1,436 ) 681 Technology 7 10,911 (634 ) 10,277 Favorable contract interest 4 388 (234 ) 154 Covenant not to compete 5 208 (102 ) 106 40,476 (4,002 ) 36,474 Unamortized: Customer list 104 - 104 Trademark and Tradename 61 - 61 165 - 165 Total $ 40,641 $ (4,002 ) $ 36,639 At March 31, 2020, the weighted-average amortization period for the intangible assets was 9.0 years. At March 31, 2020, the weighted-average amortization periods for customer relationships, trademarks and trade names, patents, technology, favorable contract interests and covenant not to compete were 11.9, 4.5, 9.8, 7.0, 4.0 and 5.0 years, respectively. Amortization expense for the three month periods ended March 31, 2019 and 2020 was $193 and $1,332, respectively. Estimated future amortization expense for each of the five succeeding fiscal years for these intangible assets is as follows: Year ending December 31: 2020 (remaining) $ 3,997 2021 5,153 2022 4,479 2023 4,434 2024 2,021 2025 1,894 Thereafter 13,129 $ 35,107 COVID-19 continues to adversely impact the broader global economy and has caused significant volatility in financial markets. If there is a lack of recovery or further global softening in certain markets, or a sustained decline in the value of the Company’s common stock, the Company may conclude that indicators of impairment exist and would then be required to calculate whether or not an impairment exists for its goodwill, other intangibles, and long-lived assets, the results of which could result in material impairment charges. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 10 - STOCK-BASED COMPENSATION Stock Option Plans In June 2018, I.D. Systems’ stockholders approved the I.D. Systems, Inc. 2018 Incentive Plan (as amended the “2018 Plan”) pursuant to which I.D. Systems may grant stock options, restricted stock and other equity-based awards with respect to up to an aggregate of 1,500 shares of I.D. Systems’ common stock with a vesting period of approximately four to five years. Upon the adoption of the 2018 Plan, the I.D. Systems, Inc. 2009 Non-Employee Director Equity Compensation Plan and the I.D. Systems, Inc. 2015 Equity Compensation Plan were frozen, and no new awards can be issued pursuant to such plans. In connection with the completion of the Transactions, I.D. Systems assigned to PowerFleet and PowerFleet assumed all obligations of I.D. Systems pursuant to the 2018 Plan, which was amended to, among other things, increase the number of shares available for issuance thereunder by 3,000 shares to 4,500 and to rename the plan to the PowerFleet, Inc. 2018 Incentive Plan. There were 766 shares available for future issuance under the 2018 Plan as of March 31, 2020. The 2018 Plan is administered by the Compensation Committee of the Company’s Board of Directors, which has the authority to determine, among other things, the term during which an option may be exercised (not more than 10 years), the exercise price of an option and the vesting provisions. The Company recognizes all employee share-based payments in the statement of operations as an operating expense, based on their fair values on the applicable grant date. In connection with the Transactions, on March 13, 2019, I.D. Systems’ board of directors approved the grant of options to purchase 350 shares of the Company’s common stock to Chris Wolfe, the Company’s Chief Executive Officer, and the grant of options to purchase 150 shares of the Company’s common stock to Ned Mavrommatis, the Company’s Chief Financial Officer. The options are subject to the terms of the 2018 Plan, have an exercise price of $6.28 per share, vest upon the attainment of adjusted EBITDA targets for the fiscal years ending December 31, 2020 and December 31, 2021 and become exercisable 180 days after vesting. Vesting of the options will accelerate in the event of certain change of control transactions. On October 3, 2019, in connection with the completion of the Transactions, the Company’s board of directors approved the grant of additional options to purchase 350 shares of the Company’s common stock to Mr. Wolfe and the grant of additional options to purchase 150 shares of the Company’s common stock to Mr. Mavrommatis. Such additional options are subject to the terms of the 2018 Plan, have an exercise price of $6.00 per share, vest upon the attainment of adjusted EBITDA targets for the fiscal years ending December 31, 2020 and December 31, 2021 and become exercisable 180 days after vesting. Vesting of the options will accelerate in the event of certain change of control transactions. [A] Stock options: The following table summarizes the activity relating to the Company’s stock options for the three-month period ended March 31, 2020: Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at beginning of year 4,078 $ 5.79 Granted 88 6.62 Exercised (90 ) 4.27 Forfeited or expired (63 ) 6.03 Outstanding at end of period 4,013 $ 5.83 8 years $ 9,133 Exercisable at end of period 1,159 $ 5.57 65 years $ 2,943 The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model reflecting the following weighted-average assumptions: March 31, 2019 2020 Expected volatility 42.1 % 41.5 % Expected life of options (in years) 6 6 Risk free interest rate 2.5 % 1.7 % Dividend yield 0 % 0 % Weighted average fair value of options granted during the period 2.67 $ 2.83 Expected volatility is based on historical volatility of the Company’s common stock and the expected life of options is based on historical data with respect to employee exercise periods. The Company recorded stock-based compensation expense of $136 and $432, respectively, for the three-month periods ended March 31, 2019 and 2020, in connection with awards made under the stock option plans. The fair value of options vested during the three-month periods ended March 31, 2019 and 2020 was $201 and $1,008, respectively. The total intrinsic value of options exercised during the three-month periods ended March 31, 2019 and 2020 was $-0- and $196, respectively. As of March 31, 2020, there was approximately $3,520 of unrecognized compensation cost related to non-vested options granted under the Company’s stock option plans. That cost is expected to be recognized over a weighted-average period of 5.0 years. The Company estimates forfeitures at the time of valuation and reduces expense ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. [B] Restricted Stock Awards: The Company grants restricted stock to employees, whereby the employees are contractually restricted from transferring the shares until they are vested. The stock is unvested at the time of grant and, upon vesting, there are no legal restrictions on the stock. The fair value of each share is based on the Company’s closing stock price on the date of the grant. A summary of all non-vested restricted stock for the three-month period ended March 31, 2020 is as follows: Weighted- Number of Average Non-vested Grant Date Shares Fair Value Restricted stock, non-vested, beginning of year 877 $ 6.17 Granted 41 6.84 Vested (170 ) 6.41 Forfeited (33 ) 6.40 Restricted stock, non-vested, end of period 715 $ 6.15 The Company recorded stock-based compensation expense of $447 and $549, respectively, for the three-month periods ended March 31, 2019 and 2020, in connection with restricted stock grants. As of March 31, 2020, there was $3,327 of total unrecognized compensation cost related to non-vested shares. That cost is expected to be recognized over a weighted-average period of 2.9 years. [C] Restricted Stock Units: The Company also grants restricted stock units (RSUs) to employees. The following table summarizes the activity relating to the Company’s restricted stock units for the three-month period ended March 31, 2020: Weighted- Number of Average Restricted Grant Date Stock Units Fair Value Restricted stock, non-vested, beginning of year 253 $ 5.60 Vested (110 ) 5.60 Forfeited - - Restricted stock units, non-vested, end of period 143 $ 5.60 The Company recorded stock-based compensation expense of $-0- and $128, respectively, for the three-month periods ended March 31, 2019 and 2020, in connection with the RSUs. As of March 31, 2020, there was $626 of total unrecognized compensation cost related to non-vested RSUs. That cost is expected to be recognized over a weighted-average period of 1.8 years. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 11 - NET LOSS PER SHARE Net loss per share for the three-month periods ended March 31, 2019 and 2020 are as follows: Three Months Ended March 31, 2019 2020 Basic and diluted loss per share Net loss attributable to common stockholders $ (2,194 ) $ (4,549 ) Weighted-average common shares outstanding - basic and diluted 17,621 29,034 Net loss attributable to common stockholders - basic and diluted $ (0.12 ) $ (0.16 ) Basic loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution assuming common shares were issued upon the exercise of outstanding options and the proceeds thereof were used to purchase outstanding common shares. Dilutive potential common shares include outstanding stock options, warrants and restricted stock and performance share awards. We include participating securities (unvested share-based payment awards and equivalents that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of earnings per share pursuant to the two-class method. Our participating securities consist solely of preferred stock, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. For the three-month periods ended March 31, 2019 and 2020, the basic and diluted weighted-average shares outstanding are the same, since the effect from the potential exercise of outstanding stock options, conversion of preferred stock and convertible note payable, and vesting of restricted stock and restricted stock units totaling 2,648 and 12,659, respectively, would have been anti-dilutive due to the loss. |
Short-Term Bank Debt and Long-T
Short-Term Bank Debt and Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Short-Term Bank Debt and Long-Term Debt | NOTE 12 - SHORT-TERM BANK DEBT AND LONG-TERM DEBT December 31, 2019 March 31, 2020 (Unaudited) Short-term bank debt bearing interest at 17% per annum $ 685 $ 621 Current maturities of long-term debt $ 2,688 $ 3,312 Convertible notes payable $ 5,000 $ 5,000 Long-term debt – less current maturities $ 26,515 $ 24,503 Convertible notes payable In connection with the Transactions, the Company issued the Notes to the Investors in the aggregate principal amount of $5,000 at the closing of the Transactions. The Notes bear interest at 10% per annum, will mature on September 30, 2020 and may be prepaid in full subject to a prepayment premium. The principal amount of, and accrued interest through the maturity date on, the Notes will convert automatically into Series A Preferred Stock at the original issuance price thereof of $1,000.00 per share upon approval by the Company’s stockholders in accordance with Nasdaq rules. Long-term debt In connection with the Transactions, PowerFleet Israel incurred $30,000 in term loan borrowings on the Closing Date under the Credit Agreement, pursuant to which Hapoalim agreed to provide PowerFleet Israel with two senior secured term loan facilities in an aggregate principal amount of $30,000 (comprised of two facilities in the aggregate principal amount of $20,000 and $10,000, respectively (the “Term A Facility” and “Term B Facility”, respectively, and collectively, the “Term Facilities”)) and a five-year revolving credit facility (the “Revolving Facility”) to Pointer in an aggregate principal amount of $10,000 (collectively, the “Credit Facilities”). On the first anniversary of the Closing Date, the Company will be required to deposit in a separate restricted deposit account the Israeli shekel (“NIS”) equivalent of $3,000. As of March 31, 2020, no amounts were outstanding under the revolving credit facility. The Credit Facilities will mature on the date that is five years from the Closing Date. The indicative interest rate provided for the Term Facilities in the Credit Agreement is approximately 4.73% for the Term A Facility and 5.89% for the Term B Facility. The interest rate for the Revolving Facility is, with respect to NIS-denominated loans, Hapoalim’s prime rate + 2.5%, and with respect to US dollar-denominated loans, LIBOR + 4.6%. In addition, the Company pays a 1% commitment fee on the unutilized and uncancelled availability under the Revolving Facility. The Credit Facilities are secured by the shares held by PowerFleet Israel in Pointer and by Pointer over all of its assets. The Credit Agreement includes customary representations, warranties, affirmative covenants, negative covenants (including the following financial covenants, tested quarterly: Pointer’s net debt to EBITDA; Pointer’s net debt to working capital; minimum equity of PowerFleet Israel; PowerFleet Israel equity to total assets; PowerFleet Israel net debt to EBITDA; and Pointer EBITDA to current payments and events of default. The Company is in compliance with the covenants as of March 31, 2020. In connection with the Credit Facilities, the Company incurred debt issuance costs of $742. For the three-month period ended March 31, 2020, amortization of the debt issuance costs was $19. The Company recorded charges of $-0- and $360 to interest expense on its consolidated statements of operations for each of the three-months periods ended March 31, 2019 and 2020, related to interest expense and amortization of debt issuance costs associated with the Credit Facilities. Scheduled maturities of the Term A Facility and the Term B Facility as of March 31, 2020 are as follows: Year ending December 31: 2021 $ 3,312 2022 4,968 2023 5,205 2024 3,549 2025 10,781 27,815 Less: Current portion 3,312 Total $ 24,503 The Term B Facility is not subject to amortization over the life of the loan and instead the original principal amount is to be due in one installment on the fifth anniversary of the date of the consummation of the Transactions. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 13 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: December 31, 2019 March 31, 2020 (Unaudited) Accounts payable $ 15,400 $ 13,180 Accrued warranty 632 664 Accrued compensation 5,517 4,957 Contract liabilities 849 642 Government authorities 2,172 3,358 Other current liabilities 310 327 $ 24,880 $ 23,128 The Company’s products are warranted against defects in materials and workmanship for a period of one to three years from the date of acceptance of the product by the customer. The customers may purchase an extended warranty providing coverage up to a maximum of 60 months. A provision for estimated future warranty costs is recorded for expected or historical warranty matters related to equipment shipped and is included in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets as of December 31, 2019 and March 31, 2020. The following table summarizes warranty activity for the three-month periods ended March 31, 2019 and 2020: Three Months Ended March 31, 2019 2020 Accrued warranty reserve, beginning of period $ 422 $ 742 Accrual for product warranties issued 80 141 Product replacements and other warranty expenditures (54 ) (62 ) Expiration of warranties (76 ) (34 ) Accrued warranty reserve, end of period (a) $ 372 $ 787 (a) Includes accrued warranty and other liabilities at December 31, 2019 and March 31, 2020 of $110 and $123, respectively |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 14 - STOCKHOLDERS’ EQUITY Redeemable preferred stock The Company is authorized to issue 150 shares of preferred stock, par value $0.01 per share of which 100 shares are designated Series A Preferred Stock and 50 shares are undesignated. Series A Preferred Stock In connection with the completion of the Transactions, on October 3, 2019, the Company issued 50 shares of Series A Preferred Stock. During 2020 the Company issued an additional share as payment for the earned dividends. Liquidation The Series A Preferred Stock has a liquidation preference equal to the greater of (i) the original issuance price of $1,000.00 per share, subject to certain adjustments (the “Series A Issue Price”), plus all accrued and unpaid dividends thereon (except in the case of a deemed liquidation event, then 150% of such amount) and (ii) the amount such holder would have received if the Series A Preferred Stock had converted into common stock immediately prior to such liquidation. Dividends Holders of Series A Preferred Stock are entitled to receive cumulative dividends at a minimum rate of 7.5% per annum (calculated on the basis of the Series A Issue Price), quarterly in arrears. The dividends are payable at the Company’s election, in kind, through the issuance of additional shares of Series A Preferred Stock, or in cash, provided no dividend payment failure has occurred and is continuing and that there has not previously occurred two or more dividend payment failures. Commencing on the 66-month anniversary of the date on which any shares of Series A Preferred Stock are first issued (the “Original Issuance Date”), and on each monthly anniversary thereafter, the dividend rate will increase by 100 basis points, until the dividend rate reaches 17.5% per annum, subject to the Company’s right to defer the increase for up to three consecutive months on terms set forth in the Charter. During the three-month period ended March 31, 2020, the Company issued dividends in the amounts of 955 shares to the holders of the Series A Preferred Stock. As of March 31, 2020, dividends in arrears were $-0-. Voting; Consent Rights The holders of Series A Preferred Stock will be given notice by the Company of any meeting of stockholders or action to be taken by written consent in lieu of a meeting of stockholders as to which the holders of common stock are given notice at the same time as provided in, and in accordance with, the Company’s Amended and Restated Bylaws. Except as required by applicable law or as otherwise specifically set forth in the Charter, the holders of Series A Preferred Stock are not entitled to vote on any matter presented to the Company’s stockholders unless and until any holder of Series A Preferred Stock provides written notification to the Company that such holder is electing, on behalf of all holders of Series A Preferred Stock, to activate their voting rights and in doing so rendering the Series A Preferred Stock voting capital stock of the Company (such notice, a “Series A Voting Activation Notice”). From and after the delivery of a Series A Voting Activation Notice, all holders of the Series A Preferred Stock will be entitled to vote with the holders of common stock as a single class on an as-converted basis (provided, however, that any holder of Series A Preferred Stock shall not be entitled to cast votes for the number of shares of common stock issuable upon conversion of such shares of Series A Preferred Stock held by such holder that exceeds the quotient of (1) the aggregate Series A Issue Price for such shares of Series A Preferred Stock divided by (2) $5.57 (subject to adjustment for stock splits, stock dividends, combinations, reclassifications and similar events, as applicable)). So long as shares of Series A Preferred Stock are outstanding and convertible into shares of common stock that represent at least 10% of the voting power of the common stock, or the Investors or their affiliates continue to hold at least 33% of the aggregate amount of Series A Preferred Stock issued to the Investors on the Original Issuance Date, the consent of the holders of at least a majority of the outstanding shares of Series A Preferred Stock will be necessary for the Company to, among other things, (i) liquidate the Company or any operating subsidiary or effect any deemed liquidation event (as such term is defined in the Charter), except for a deemed liquidation event in which the holders of Series A Preferred Stock receive an amount in cash not less than the Redemption Price (as defined below), (ii) amend the Company’s organizational documents in a manner that adversely affects the Series A Preferred Stock, (iii) issue any securities that are senior to, or equal in priority with, the Series A Preferred Stock or issue additional shares of Series A Preferred Stock to any person other than the Investors or their affiliates, (iv) incur indebtedness above the agreed-upon threshold, (v) change the size of the Company’s board of directors to a number other than seven, or (vi) enter into certain affiliated arrangements or transactions. Redemption At any time, each holder of Series A Preferred Stock may elect to convert each share of such holder’s then-outstanding Series A Preferred Stock into the number of shares of the Company’s common stock equal to the quotient of (x) the Series A Issue Price, plus any accrued and unpaid dividends, divided by (y) the Series A Conversion Price in effect at the time of conversion. The Series A Conversion Price is initially equal to $7.319, subject to certain adjustments as set forth in the Charter. At any time after the third anniversary of the Original Issuance Date, subject to certain conditions, the Company may redeem the Series A Preferred Stock for an amount per share, equal to the greater of (i) the product of (x) 1.5 multiplied by (y) the sum of the Series A Issue Price, plus all accrued and unpaid dividends and (ii) the product of (x) the number of shares of common stock issuable upon conversion of such Series A Preferred Stock multiplied by (y) the volume weighted average price of the common stock during the 30 consecutive trading day period ending on the trading date immediately prior to the date of such redemption notice or, if calculated in connection with a deemed liquidation event, the value ascribed to a share of common stock in such deemed liquidation event (the “Redemption Price”). Further, at any time (i) after the 66-month anniversary of the Original Issuance Date, (ii) following delivery of a mandatory conversion notice by us, or (iii) upon a deemed liquidation event, subject to Delaware law governing distributions to stockholders, the holders of the Series A Preferred Stock may elect to require us to redeem all or any portion of the outstanding shares of Series A Preferred Stock for an amount per share equal to the Redemption Price. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | NOTE 15 - ACCUMULATED OTHER COMPREHENSIVE LOSS Comprehensive income (loss) includes net loss and unrealized gains or losses on available-for-sale investments and foreign currency translation gains and losses. Cumulative unrealized gains and losses on available-for-sale investments are reflected as accumulated other comprehensive loss in stockholders’ equity on the Company’s Consolidated Balance Sheets. The accumulated balances for each classification of other comprehensive loss for the three-month period ended March 31, 2020 are as follows: Unrealized Accumulated Foreign gain (losses) other currency on comprehensive items investments loss Balance at January 1, 2020 $ 265 $ - $ 265 Net current period change (2,326 ) - (2,326 ) Balance at March 31, 2020 $ (2,061 ) $ - $ (2,061 ) The accumulated balances for each classification of other comprehensive loss for the three-month period ended March 31, 2019 are as follows: Unrealized Accumulated Foreign gain (losses) other currency on comprehensive items investments loss Balance at January 1, 2019 $ (388 ) $ (47 ) $ (435 ) Net current period change (12 ) 47 35 Balance at March 31, 2019 $ (400 ) $ - $ (400 ) The Company’s reporting currency is the U.S dollar (USD). For businesses where the majority of the revenues are generated in USD or linked to the USD and a substantial portion of the costs are incurred in USD, the Company’s management believes that the USD is the primary currency of the economic environment and thus their functional currency. Due to the fact that Argentina has been determined to be highly inflationary, the financial statements of our subsidiary in Argentina have been remeasured as if its functional currency was the USD. The Company also has foreign operations where the functional currency is the local currency. For these operations, assets and liabilities are translated using the end-of-period exchange rates and revenues, expenses and cash flows are translated using average rates of exchange for the period. Equity is translated at the rate of exchange at the date of the equity transaction. Translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income (loss). Net translation gains (losses) from the translation of foreign currency financial of $(12) and $2,326 at March 31, 2019 and 2020, respectively, which are included in comprehensive loss in the Consolidated Statement of Changes in Stockholders’ Equity. Foreign currency translation gains and losses related to operational expenses denominated in a currency other than the functional currency are included in determining net income or loss. Foreign currency translation gains (losses) for the three-month periods ended March 31, 2019 and 2020 of $(26) and $(253), respectively, are included in selling, general and administrative expenses and $-0- and $895, respectively, are included in interest expense in the Consolidated Statement of Operations. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 16 – SEGMENT INFORMATION The Company operates in one reportable segment, wireless IoT asset management. The following table summarizes revenues on a percentage basis by geographic region. Three Months Ended March 31, 2019 2020 United States $ 12,960 $ 13,107 Israel - 9,740 Other 651 7,951 $ 13,611 $ 30,799 December 31, 2019 March 31, 2020 (Unaudited) Long lived assets by geographic region: United States $ 1,931 $ 1,799 Israel 2,285 2,192 Other 4,023 3,175 $ 8,240 $ 7,166 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 17 - INCOME TAXES The Company generally records its interim tax provision based upon a projection of the Company’s annual effective tax rate ("AETR"). This AETR is applied to the year-to-date consolidated pre-tax income to determine the interim provision for income taxes before discrete items. The Company updates the AETR on a quarterly basis as the pre-tax income projections are revised and tax laws are enacted. The effective tax rate ("ETR") each period is impacted by a number of factors, including the relative mix of domestic and international earnings and adjustments to the valuation allowance. The currently forecasted ETR may vary from the actual year-end due to the changes in these factors. The Company’s global ETR for the three months ended March 31, 2020 and 2019 was (5.94)% and 0%, respectively. For the three months ended March 31, 2019 and 2020 the effective tax rate differs from the statutory tax rates primarily due to a valuation allowance to fully reserve its net operating loss carryforwards and other items giving rise to deferred tax assets and tax on foreign earnings. On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law providing certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, modification to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company does not expect that the CARES Act will have a material impact on its consolidated financial statements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 18 - LEASES In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, which is effective for fiscal years beginning after December 15, 2018. The Company adopted ASU No. 2016-02 prospectively as of January 1, 2019, the date of initial application, and therefore prior comparative periods were not adjusted. As part of the adoption, the Company elected . The Company determines whether an arrangement is a lease at inception. The Company has operating leases for office space and office equipment. The Company’s leases have remaining lease terms of one year to seven years, some of which include options to extend the lease term for up to five years. The Company considered these options to extend in determining the lease term used to establish the Company’s right-of use assets and lease liabilities once reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. The operating lease ROU asset also includes any lease payments made in advance of lease commencement and excludes lease incentives. The lease terms used in the calculations of the operating ROU assets and operating lease liabilities include options to extend or terminate the lease when the Company is reasonably certain that it will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has lease agreements with lease and non-lease components, which are generally not accounted for separately. Components of lease expense are as follows: Three Months Ended March 31, 2019 2020 Short term lease cost $ 44 $ 129 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended March 31, 2020 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 729 Weighted-average remaining lease term and discount rate for our operating leases are as follows: March 31, 2020 Weighted-average remaining lease term (in years) 2.7 Weighted-average discount rate 3.95 % Scheduled maturities of operating lease liabilities outstanding as of March 31, 2020 are as follows: Year ending December 31, April - December 2020 $ 2,883 2021 1,838 2022 1,411 2023 1,118 2024 971 Thereafter 1,162 Total lease payments 9,383 Less: Imputed interest (2,131 ) Present value of lease liabilities $ 7,252 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 19 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s cash and cash equivalents are carried at fair value. The carrying value of financing receivables approximates fair value due to the interest rate implicit in the instruments approximating current market rates. The carrying value of accounts receivables, accounts payable and accrued liabilities and short term bank debt approximates their fair values due to the short period to maturity of these instruments. The fair value of the Company’s long term debt is based on observable relevant market information and future cash flows discounted at current rates, which are Level 2 measurements. March 31, 2020 Carrying Amount Fair Value Long term debt $ 27,815 $ 27,815 |
Concentration of Customers
Concentration of Customers | 3 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Customers | NOTE 20 - CONCENTRATION OF CUSTOMERS For the three-month period ended March 31, 2020, there were no customers who generated revenues greater than 10% of the Company’s consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable. For the three-month period ended March 31, 2019 and as of March 31, 2019, one customer accounted for 17%, of the Company’s revenue and 28% of the Company’s accounts receivable. Two customers accounted for 19% and 19% of finance receivables as of March 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 21 - COMMITMENTS AND CONTINGENCIES Except for normal operating leases, the Company is not currently subject to any material commitments. [A] Contingencies: From time to time, the Company is involved in various litigation matters involving claims incidental to its business and acquisitions, including employment matters, acquisition related claims, patent infringement and contractual matters, among other issues. While the outcome of any such litigation matters cannot be predicted with certainty, management currently believes that the outcome of these proceedings, including the matters described below, either individually or in the aggregate, will not have a material adverse effect on its business, results of operations or financial condition. The Company records reserves related to legal matters when losses related to such litigation or contingencies are both probable and reasonably estimable. In July 2015, Pointer do Brasil Comercial Ltda. (“Pointer Brazil”) received a tax deficiency notice alleging that the services provided by Pointer Brazil should be classified as “telecommunication services” and therefore Pointer Brazil should be subject to the state value-added tax. The aggregate amount claimed to be owed under the notice was approximately $11,922 as of March 31, 2020. On August 14, 2018, the lower chamber of the State Tax Administrative Court in São Paulo rendered a decision that was favorable to Pointer Brazil in relation to the ICMS demands, but adverse in regards to the clerical obligation of keeping in good order a set of ICMS books and related tax receipts. The remaining claim after this administrative decision is $156. The state has the opportunity to appeal to the higher chamber of the State Tax Administrative Court. The Company’s legal counsel is of the opinion that it is probable that the Company will prevail, and that no material costs will arise in respect to these claims. For this reason, the Company has not made any provision. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | NOTE 22 - RECENT ACCOUNTING PRONOUNCEMENTS In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes,” which removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is generally effective as of January 1, 2021, with early adoption permitted. The Company has not early adopted the new standard for 2020 and is evaluating the impact of the new guidance on our financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments,” which amends the guidance on measuring credit losses on financial assets held at amortized cost. The amendment is intended to address the issue that the previous “incurred loss” methodology was restrictive for an entity’s ability to record credit losses based on not yet meeting the “probable” threshold. The new language will require these assets to be valued at amortized cost presented at the net amount expected to be collected with a valuation provision. This update standard is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of this ASU on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in ASU No. 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The updated guidance requires a prospective adoption. The adoption of this standard does not have an impact on the Company’s condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 23 – SUBSEQUENT EVENTS Amendment to promissory notes On October 3, 2019, in connection with the completion of the Transactions, the Company issued and sold convertible unsecured promissory notes in the aggregate principal amount of $5,000 (the “Notes”) to the Investors. A portion of the proceeds from the Notes were used to pay expenses related to the Transactions and the remaining proceeds may be used for general corporate purposes. On May 13, 2020, the Company and the Investors amended and restated the Notes to, among other things, (i) remove the conversion feature of the Notes, (ii) provide for certain mandatory prepayment obligations of the Company on or following October 1, 2020, and (iii) extend the maturity date of the Notes to March 31, 2021. Equity distribution agreement On May 14, 2020, the Company entered into an equity distribution agreement (the “Sales Agreement”) with Canaccord Genuity LLC, as sales agent (“Canaccord”), pursuant to which the Company may offer and sell, from time to time, through Canaccord shares of the Company’s common stock having an aggregate offering price of up to $25 million. The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Canaccord will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the NASDAQ Global Market to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, Canaccord may sell shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, or any other method permitted by law, including in privately negotiated transactions. Canaccord’s obligations to sell shares under the Sales Agreement are subject to the satisfaction of certain conditions. The Company will pay Canaccord a commission of 3% of the aggregate gross proceeds from each sale of shares occurring pursuant to the Sales Agreement, if any, and has agreed to provide Canaccord with customary indemnification and contribution rights. The Company has also agreed to reimburse Canaccord for legal fees and disbursements, not to exceed $50,000 in the aggregate, in connection with entering into the Sales Agreement. The Sales Agreement may be terminated by Canaccord or the Company at any time upon written notice to the other party, as permitted therein. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Pointer Transactions [Member] | |
Schedule of Purchase Price Allocation on Net Assets Acquired | The following table summarizes the preliminary purchase price allocation based on estimated fair values of the net assets acquired at the acquisition date: Accounts receivable $ 19,701 Inventory 8,666 Other assets 26,461 Customer relationships 15,610 Trademark and tradename 6,096 Technology 10,911 Goodwill (a) 78,445 Less: Current liabilities assumed (21,055 ) Less: Non current liabilities assumed (14,420 ) Net assets acquired $ 130,415 (a) The goodwill is not deductible for tax purposes. |
Schedule of Pro Forma Revenue and Earnings | The following table represents the combined pro forma revenue and earnings for the three-month periods ended March 31, 2019: Three-Months Ended March 31, 2019 Historical Pro Forma Combined (Unaudited) Revenues $ 13,611 $ 31,256 Operating loss (2,194 ) (4,242 ) Net loss per share - basic and diluted $ (0.12 ) $ (0.15 ) |
CarrierWeb Acquisition [Member] | |
Schedule of Purchase Price Allocation on Net Assets Acquired | The following table summarizes the final purchase price allocation of CarrierWeb and CarrierWeb Ireland based on the fair values of the net assets acquired at the acquisition date: Accounts receivable $ 192 Inventory 200 Other assets 26 Customer relationships 531 Trademark and tradename 90 Patents 628 Goodwill (a) 3,108 Net assets acquired $ 4,775 (a) The goodwill is fully deductible for tax purposes. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Revenue Sources | The following table presents the Company’s revenues disaggregated by revenue source for the three months ended March 31, 2019 and 2020: Three Months Ended March 31, 2019 2020 Products $ 7,249 $ 13,208 Services 6,362 17,591 $ 13,611 $ 30,799 |
Schedule of Deferred Revenue | The balances of contract assets, and contract liabilities from contracts with customers are as follows as of December 31, 2019 and March 31, 2020: December 31, 2019 March 31, 2020 (Unaudited) Assets: Deferred contract costs $ 2,196 $ 2,096 Deferred costs $ 8,530 $ 7,717 Liabilities: Contract liabilities (1) $ 1,098 $ 903 Deferred revenue -other (1) $ 227 $ 315 Deferred maintenance and SaaS revenue (1) 5,072 5,734 Deferred logistics visibility solutions product revenue (1) 10,932 9,827 17,329 16,779 Less: Deferred revenue and contract liabilities - Current portion (8,536 ) (9,088 ) Deferred revenue and contract liabilities - less current portion $ 8,793 $ 7,691 (1) The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance. For the three-month periods ended March 31, 2019 and 2020, the Company recognized revenue of $2,500 and $2,174, respectively, that was included in the deferred revenue balance at the beginning of each reporting period. The Company expects to recognize as revenue before year 2025, when the services are performed and, therefore, satisfies its performance obligation to the customers. |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: December 31, 2019 March 31, 2020 (Unaudited) Finance receivables, current $ 893 $ 813 Prepaid expenses 3,221 3,272 Contract assets 1,335 1,033 Other current assets 1,921 1,585 $ 7,370 $ 6,703 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31, 2019 March 31, 2020 (Unaudited) Components $ 8,183 $ 7,567 Work in process 210 167 Finished goods 7,988 7,415 $ 16,381 $ 15,149 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets are stated at cost, less accumulated depreciation and amortization, and are summarized as follows: December 31, 2019 March 31, 2020 (Unaudited) Installed products $ 3,180 $ 3,047 Computer software 5,635 5,618 Computer and electronic equipment 6,231 4,691 Furniture and fixtures 1,364 1,230 Leasehold improvements 641 606 17,051 15,192 Accumulated depreciation and amortization (8,811 ) (8,026 ) $ 8,240 $ 7,166 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table summarizes identifiable intangible assets of the Company as of December 31, 2019 and March 31, 2020: March 31, 2020 (Unaudited) Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 - 12 $ 19,264 $ (1,514 ) $ 17,750 Trademark and tradename 3 - 15 7,553 (689 ) 6,864 Patents 7 - 11 2,117 (1,492 ) 625 Technology 7 10,911 (1,269 ) 9,642 Favorable contract interest 4 388 (259 ) 129 Covenant not to compete 5 208 (111 ) 97 40,441 (5,334 ) 35,107 Unamortized: Customer list 104 - 104 Trademark and Tradename 61 - 61 165 - 165 Total $ 40,606 $ (5,334 ) $ 35,272 December 31, 2019 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 - 12 $ 19,299 $ (1,108 ) $ 18,191 Trademark and tradename 3 - 15 7,553 (488 ) 7,065 Patents 7 - 11 2,117 (1,436 ) 681 Technology 7 10,911 (634 ) 10,277 Favorable contract interest 4 388 (234 ) 154 Covenant not to compete 5 208 (102 ) 106 40,476 (4,002 ) 36,474 Unamortized: Customer list 104 - 104 Trademark and Tradename 61 - 61 165 - 165 Total $ 40,641 $ (4,002 ) $ 36,639 |
Schedule of Finite-lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for each of the five succeeding fiscal years for these intangible assets is as follows: Year ending December 31: 2020 (remaining) $ 3,997 2021 5,153 2022 4,479 2023 4,434 2024 2,021 2025 1,894 Thereafter 13,129 $ 35,107 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Stock Options Activity | The following table summarizes the activity relating to the Company’s stock options for the three-month period ended March 31, 2020: Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at beginning of year 4,078 $ 5.79 Granted 88 6.62 Exercised (90 ) 4.27 Forfeited or expired (63 ) 6.03 Outstanding at end of period 4,013 $ 5.83 8 years $ 9,133 Exercisable at end of period 1,159 $ 5.57 65 years $ 2,943 |
Schedule of Fair Value Stock Option Assumptions | The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model reflecting the following weighted-average assumptions: March 31, 2019 2020 Expected volatility 42.1 % 41.5 % Expected life of options (in years) 6 6 Risk free interest rate 2.5 % 1.7 % Dividend yield 0 % 0 % Weighted average fair value of options granted during the period 2.67 $ 2.83 |
Schedule of Non-vested Restricted Stock Activity | A summary of all non-vested restricted stock for the three-month period ended March 31, 2020 is as follows: Weighted- Number of Average Non-vested Grant Date Shares Fair Value Restricted stock, non-vested, beginning of year 877 $ 6.17 Granted 41 6.84 Vested (170 ) 6.41 Forfeited (33 ) 6.40 Restricted stock, non-vested, end of period 715 $ 6.15 |
Restricted Stock Units (RSUs) [Member] | |
Schedule of Non-vested Restricted Stock Activity | The following table summarizes the activity relating to the Company’s restricted stock units for the three-month period ended March 31, 2020: Weighted- Number of Average Restricted Grant Date Stock Units Fair Value Restricted stock, non-vested, beginning of year 253 $ 5.60 Vested (110 ) 5.60 Forfeited - - Restricted stock units, non-vested, end of period 143 $ 5.60 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share Basic and Diluted | Net loss per share for the three-month periods ended March 31, 2019 and 2020 are as follows: Three Months Ended March 31, 2019 2020 Basic and diluted loss per share Net loss attributable to common stockholders $ (2,194 ) $ (4,549 ) Weighted-average common shares outstanding - basic and diluted 17,621 29,034 Net loss attributable to common stockholders - basic and diluted $ (0.12 ) $ (0.16 ) |
Short-Term Bank Debt and Long_2
Short-Term Bank Debt and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | December 31, 2019 March 31, 2020 (Unaudited) Short-term bank debt bearing interest at 17% per annum $ 685 $ 621 Current maturities of long-term debt $ 2,688 $ 3,312 Convertible notes payable $ 5,000 $ 5,000 Long-term debt – less current maturities $ 26,515 $ 24,503 |
Schedule of Maturities of Long Term Debt | Scheduled maturities of the Term A Facility and the Term B Facility as of March 31, 2020 are as follows: Year ending December 31: 2021 $ 3,312 2022 4,968 2023 5,205 2024 3,549 2025 10,781 27,815 Less: Current portion 3,312 Total $ 24,503 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consist of the following: December 31, 2019 March 31, 2020 (Unaudited) Accounts payable $ 15,400 $ 13,180 Accrued warranty 632 664 Accrued compensation 5,517 4,957 Contract liabilities 849 642 Government authorities 2,172 3,358 Other current liabilities 310 327 $ 24,880 $ 23,128 |
Schedule of Product Warranty Liability | The following table summarizes warranty activity for the three-month periods ended March 31, 2019 and 2020: Three Months Ended March 31, 2019 2020 Accrued warranty reserve, beginning of period $ 422 $ 742 Accrual for product warranties issued 80 141 Product replacements and other warranty expenditures (54 ) (62 ) Expiration of warranties (76 ) (34 ) Accrued warranty reserve, end of period (a) $ 372 $ 787 (a) Includes accrued warranty and other liabilities at December 31, 2019 and March 31, 2020 of $110 and $123, respectively |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The accumulated balances for each classification of other comprehensive loss for the three-month period ended March 31, 2020 are as follows: Unrealized Accumulated Foreign gain (losses) other currency on comprehensive items investments loss Balance at January 1, 2020 $ 265 $ - $ 265 Net current period change (2,326 ) - (2,326 ) Balance at March 31, 2020 $ (2,061 ) $ - $ (2,061 ) The accumulated balances for each classification of other comprehensive loss for the three-month period ended March 31, 2019 are as follows: Unrealized Accumulated Foreign gain (losses) other currency on comprehensive items investments loss Balance at January 1, 2019 $ (388 ) $ (47 ) $ (435 ) Net current period change (12 ) 47 35 Balance at March 31, 2019 $ (400 ) $ - $ (400 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Long Lived Assets By Geographical Region | The Company operates in one reportable segment, wireless IoT asset management. The following table summarizes revenues on a percentage basis by geographic region. Three Months Ended March 31, 2019 2020 United States $ 12,960 $ 13,107 Israel - 9,740 Other 651 7,951 $ 13,611 $ 30,799 December 31, 2019 March 31, 2020 (Unaudited) Long lived assets by geographic region: United States $ 1,931 $ 1,799 Israel 2,285 2,192 Other 4,023 3,175 $ 8,240 $ 7,166 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | Components of lease expense are as follows: Three Months Ended March 31, 2019 2020 Short term lease cost $ 44 $ 129 |
Schedule of Cash Flow Information and Non-cash Activity of Operating Leases | Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended March 31, 2020 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 729 |
Schedule of Weighted Average Remaining Lease Term and Discount Rate | Weighted-average remaining lease term and discount rate for our operating leases are as follows: March 31, 2020 Weighted-average remaining lease term (in years) 2.7 Weighted-average discount rate 3.95 % |
Scheduled Maturities of Operating Lease Liabilities | Scheduled maturities of operating lease liabilities outstanding as of March 31, 2020 are as follows: Year ending December 31, April - December 2020 $ 2,883 2021 1,838 2022 1,411 2023 1,118 2024 971 Thereafter 1,162 Total lease payments 9,383 Less: Imputed interest (2,131 ) Present value of lease liabilities $ 7,252 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments | The fair value of the Company’s long term debt is based on observable relevant market information and future cash flows discounted at current rates, which are Level 2 measurements. March 31, 2020 Carrying Amount Fair Value Long term debt $ 27,815 $ 27,815 |
Description of the Company an_2
Description of the Company and Basis of Presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 27, 2019 | Oct. 03, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | [1] | Mar. 31, 2019 | Dec. 31, 2018 |
Cash, cash equivalents | $ 16,606 | $ 16,395 | $ 9,515 | $ 10,159 | |||
Working capital | 24,105 | ||||||
Line of credit facility, borrowing capacity | |||||||
Common Stock, Preferred Stock, Warrants, Debt Securities, and Units, or Any Combination [Member] | |||||||
Sale of stock, description of transaction | The Company has on file a shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission (the "SEC") on November 27, 2019. Pursuant to the shelf registration statement, the Company may offer to the public from time to time, in one or more offerings, up to $60,000 of its common stock, preferred stock, warrants, debt securities, and units, or any combination of the foregoing, at prices and on terms to be determined at the time of any such offering. | ||||||
Revolving Credit Facility [Member] | |||||||
Debt instrument, face amount | $ 10,000 | ||||||
Line of credit facility, expiration period | 5 years | ||||||
Convertible Unsecured Promissory Note [Member] | |||||||
Debt instrument, face amount | $ 5,000 | ||||||
Debt instrument, interest rate | 10.00% | ||||||
Two Senior Secured Term Loan [Member] | |||||||
Debt instrument, face amount | $ 30,000 | ||||||
Facilities One [Member] | |||||||
Debt instrument, face amount | 20,000 | ||||||
Facilities Two [Member] | |||||||
Debt instrument, face amount | $ 10,000 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Sale of stock | 50,000 | ||||||
Sale of stock price per share | $ 0.01 | ||||||
Aggregate purchase price | $ 50,000 | ||||||
[1] | Derived from audited balance sheet as of December 31, 2019. |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 03, 2019 | Jul. 30, 2019 | Jan. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2020 | Jan. 11, 2019 |
Line of credit facility, borrowing capacity | ||||||
Series A Convertible Preferred Stock [Member] | ||||||
Total consideration of shares | 50,000 | |||||
Pointer Transactions [Member] | ||||||
Cash consideration on merger, price | $ 8.50 | |||||
Stock consideration on merger | $ 1,272,000 | |||||
Total consideration of the transactions | $ 130,415 | |||||
Pointer Transactions [Member] | Credit Agreement [Member] | ||||||
Line of credit facility, borrowing capacity | 30,000 | |||||
Pointer Transactions [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Total consideration of the transactions | $ 50,000 | |||||
Total consideration of shares | 50,000 | |||||
Pointer Transactions [Member] | Common Stock [Member] | ||||||
Total consideration of the transactions | $ 58,080 | |||||
Total consideration of shares | 10,756,000 | |||||
Pointer Transactions [Member] | Cash Paid at Closing [Member] | ||||||
Total consideration of the transactions | $ 71,874 | |||||
Pointer Transactions [Member] | Share-based Awards [Member] | ||||||
Total consideration of the transactions | $ 461 | |||||
Pointer Transactions [Member] | 2018 Plan [Member] | ||||||
Option to purchase transaction description | The Pointer Merger Effective Time, each award of options to purchase Pointer ordinary shares that was outstanding and unvested immediately prior to such time was cancelled and substituted with options to purchase shares of PowerFleet common stock under the Company's 2018 Incentive Plan on the same material terms and conditions as were applicable to the corresponding option immediately prior to the Pointer Merger Effective Time, except that (i) the number of shares of PowerFleet common stock underlying such substituted option is equal to the product of (A) the number of Pointer ordinary shares underlying such option immediately prior to the Pointer Merger Effective Time multiplied by (B) 2.544, with any fractional shares rounded down to the nearest whole number of shares of PowerFleet common stock, and (ii) the per-share exercise price is equal to the quotient obtained by dividing (A) the exercise price per Pointer ordinary share subject to such option immediately prior to the Pointer Merger Effective Time by (B) 2.544 (rounded up to the nearest whole cent). | |||||
Fractional shares | 2,544,000 | |||||
CarrierWeb US Acquisition [Member] | ||||||
Aggregate consideration for acquisition | $ 3,500 | |||||
Closing cash payment | 2,800 | |||||
Cash amount in acquisition | 2,150 | |||||
Principal and interest outstanding | $ 650 | |||||
Repayment of loan amount | $ 700 | |||||
CarrierWeb Ireland Acquisitions [Member] | ||||||
Principal and interest outstanding | $ 300 | |||||
CarrierWeb Ireland Acquisition [Member] | ||||||
Closing cash payment | $ 550 | |||||
Stock issued during period for common stock acquisition | 127,000 | |||||
Stock issued during the period for repayment of loans | 56,000 | |||||
Stock issued during the period for repayment of loans, value | $ 300 | |||||
Number of shares held back | 44,000 | |||||
Estimated fair value of held back | $ 250 | |||||
CarrierWeb Acquisitions [Member] | ||||||
Acquisition contributed to revenue | $ 628 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Allocation on Net Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | [1] | Oct. 03, 2019 | Jan. 30, 2019 | |
Goodwill | $ 88,871 | $ 89,068 | ||||
Pointer Telocation Ltd., [Member] | ||||||
Accounts receivable | $ 19,701 | |||||
Inventory | 8,666 | |||||
Other assets | 26,461 | |||||
Customer relationships | 15,610 | |||||
Trademark and tradename | 6,096 | |||||
Technology | 10,911 | |||||
Goodwill | [2] | 78,445 | ||||
Less: Current liabilities assumed | (21,055) | |||||
Less: Non current liabilities assumed | (14,420) | |||||
Net assets acquired | $ 130,415 | |||||
CarrierWeb Acquisition [Member] | ||||||
Accounts receivable | $ 192 | |||||
Inventory | 200 | |||||
Other assets | 26 | |||||
Customer relationships | 531 | |||||
Trademark and tradename | 90 | |||||
Patents | 628 | |||||
Goodwill | [3] | 3,108 | ||||
Net assets acquired | $ 4,775 | |||||
[1] | Derived from audited balance sheet as of December 31, 2019. | |||||
[2] | The goodwill is not deductible for tax purposes. | |||||
[3] | The goodwill is fully deductible for tax purposes. |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Revenue and Earnings (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Historical [Member] | |
Revenues | $ 13,611 |
Operating loss | $ (2,194) |
Net loss per share - basic and diluted | $ / shares | $ (0.12) |
Pro Forma Combined [Member] | |
Revenues | $ 31,256 |
Operating loss | $ (4,242) |
Net loss per share - basic and diluted | $ / shares | $ (0.15) |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Disaggregated by Revenue Sources (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total Revenue | $ 30,799 | $ 13,611 |
Products [Member] | ||
Total Revenue | 13,208 | 7,249 |
Services [Member] | ||
Total Revenue | $ 17,591 | $ 6,362 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Deferred costs | $ 7,717 | $ 8,530 | |
Deferred revenue | 16,779 | 17,329 | |
Less: Deferred revenue and contract liabilities - Current portion | 8,437 | 7,687 | |
Deferred revenue and contract liabilities - less current portion | 7,438 | 8,544 | |
Deferred Contract Costs [Member] | |||
Deferred costs | 2,096 | 2,196 | |
Contract Liabilities [Member] | |||
Deferred revenue | [1] | 903 | 1,098 |
Deferred Revenue - Other [Member] | |||
Deferred revenue | [1] | 315 | 227 |
Deferred Maintenance and SaaS Revenue [Member] | |||
Deferred revenue | [1] | 5,734 | 5,072 |
Deferred Logistics Visibility Solutions Product Revenue [Member] | |||
Deferred revenue | [1] | $ 9,827 | $ 10,932 |
[1] | The Company records deferred revenues when cash payments are received or due in advance of the Company's performance. For the three-month periods ended March 31, 2019 and 2020, the Company recognized revenue of $2,500 and $2,174, respectively, that was included in the deferred revenue balance at the beginning of each reporting period. The Company expects to recognize as revenue before year 2025, when the services are performed and, therefore, satisfies its performance obligation to the customers. |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Deferred Revenue (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized | $ 2,174 | $ 2,500 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Prepaid Expense and Other Assets [Abstract] | |||
Finance receivables, current | $ 813 | $ 893 | |
Prepaid expenses | 3,272 | 3,221 | |
Contract assets | 1,033 | 1,335 | |
Other current assets | 1,585 | 1,921 | |
Prepaid expenses and other current assets | $ 6,703 | $ 7,370 | [1] |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 583 | $ 487 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Components | $ 7,567 | $ 8,183 | |
Work in process | 167 | 210 | |
Finished goods | 7,415 | 7,988 | |
Inventory, Net | $ 15,149 | $ 16,381 | [1] |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 735 | $ 189 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization expense | $ 131 | $ 133 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 15,192 | $ 17,051 | |
Accumulated depreciation and amortization | (8,026) | (8,811) | |
Property, plant and equipment, net | 7,166 | 8,240 | [1] |
Installed Products [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,047 | 3,180 | |
Computer Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 5,618 | 5,635 | |
Computer and Electronic Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,691 | 6,231 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,230 | 1,364 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 606 | $ 641 | |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted amortization period for intangible assets | 9 years | |
Amortization expense | $ 1,332 | $ 193 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted amortization period for intangible assets | 11 years 10 months 25 days | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted amortization period for intangible assets | 4 years 6 months | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted amortization period for intangible assets | 9 years 9 months 18 days | |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted amortization period for intangible assets | 7 years | |
Favorable Contract Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted amortization period for intangible assets | 4 years | |
Covenant Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted amortization period for intangible assets | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 40,441 | $ 40,476 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (5,334) | (4,002) | |
Finite-Lived Intangible Assets, Net, Total | 35,107 | 36,474 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill), Gross | 165 | 165 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 165 | 165 | |
Intangible Assets Gross | 40,606 | 40,641 | |
Intangible Assets, Accumulated Amortization | (5,334) | (4,002) | |
Total | 35,272 | 36,639 | [1] |
Trademark and Tradename [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross Carrying Amount | 7,553 | 7,553 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (689) | (488) | |
Finite-Lived Intangible Assets, Net, Total | 7,065 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill), Gross | 61 | 61 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 61 | $ 61 | |
Trademark and Tradename [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 3 years | 3 years | |
Trademark and Tradename [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 15 years | 15 years | |
Customer List [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill), Gross | $ 104 | $ 104 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 104 | 104 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross Carrying Amount | 19,264 | 19,299 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,514) | (1,108) | |
Finite-Lived Intangible Assets, Net, Total | $ 17,750 | $ 18,191 | |
Customer Relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 9 years | 9 years | |
Customer Relationships [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 12 years | 12 years | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 2,117 | $ 2,117 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,492) | (1,436) | |
Finite-Lived Intangible Assets, Net, Total | $ 625 | $ 681 | |
Patents [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 7 years | 7 years | |
Patents [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 11 years | 11 years | |
Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 7 years | 7 years | |
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 10,911 | $ 10,911 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,269) | (634) | |
Finite-Lived Intangible Assets, Net, Total | $ 9,642 | $ 10,277 | |
Favorable Contract Interest [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 4 years | 4 years | |
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 388 | $ 388 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (259) | (234) | |
Finite-Lived Intangible Assets, Net, Total | $ 129 | $ 154 | |
Covenant Not to Compete [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 5 years | 5 years | |
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 208 | $ 208 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (111) | (102) | |
Finite-Lived Intangible Assets, Net, Total | $ 97 | $ 106 | |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Finite-lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 (remaining) | $ 3,997 | |
2021 | 5,153 | |
2022 | 4,479 | |
2023 | 4,434 | |
2024 | 2,021 | |
2025 | 1,894 | |
Thereafter | 13,129 | |
Finite-Lived Intangible Assets, Net, Total | $ 35,107 | $ 36,474 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 03, 2019 | Mar. 13, 2019 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 |
Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted to purchase shares of common stock | 88,000 | ||||
Options exercise price per share | $ 4.27 | ||||
Share-based compensation expense | $ 432 | $ 136 | |||
Share-based compensation, fair value of options vested | 1,008 | 201 | |||
Share-based compensation, intrinsic value of options exercised | 196 | $ 0 | |||
Share-based compensation, nonvested awards, not yet recognized | 3,520 | ||||
Share-based compensation, nonvested awards, not yet recognized, period for recognition | 5 years | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 549 | $ 447 | |||
Share-based compensation, nonvested awards, not yet recognized | $ 3,327 | ||||
Share-based compensation, nonvested awards, not yet recognized, period for recognition | 2 years 10 months 25 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 128 | $ 0 | |||
Share-based compensation, nonvested awards, not yet recognized | $ 626 | ||||
Share-based compensation, nonvested awards, not yet recognized, period for recognition | 1 year 9 months 18 days | ||||
Chief Executive Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted to purchase shares of common stock | 350,000 | 350,000 | |||
Chief Financial Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted to purchase shares of common stock | 150,000 | 150,000 | |||
2018 Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 1,500,000 | ||||
Option vested term | 10 years | ||||
Shares available for future issuance | 3,000,000 | ||||
Increase the number shares available for issuance | 4,500,000 | 766,000 | |||
Options exercise price per share | $ 6 | $ 6.28 | |||
2018 Incentive Plan [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Option vested term | 4 years | ||||
2018 Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Option vested term | 5 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Activity (Details) - Stock Option [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding at Beginning of Year | shares | 4,078,000 |
Options, Granted | shares | 88,000 |
Options, Exercised | shares | (90,000) |
Options, Forfeited or Expired | shares | (63,000) |
Options, Outstanding at end of period | shares | 4,013,000 |
Options, Exercisable at end of period | shares | 1,159,000 |
Weighted-average Exercise Price, Outstanding at Beginning of Year | $ / shares | $ 5.79 |
Weighted-average Exercise Price, Share-based payments assumed | $ / shares | 6.62 |
Weighted-average Exercise Price, Granted | $ / shares | 4.27 |
Weighted-average Exercise Price, Exercised | $ / shares | 6.03 |
Weighted-average Exercise Price, Forfeited or Expired | $ / shares | 5.83 |
Weighted-average Exercise Price, Outstanding at end of period | $ / shares | $ 5.57 |
Weighted-Average Remaining Contractual Term | 8 years |
Weighted-Average Remaining Contractual Term, Exercisable | 65 years |
Aggregate Intrinsic Value, Ending | $ | $ 9,133 |
Aggregate Intrinsic Value, Exercisable | $ | $ 2,943 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Fair Value Stock Option Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Expected volatility | 41.50% | 42.10% |
Expected life of options (in years) | 6 years | 6 years |
Risk free interest rate | 1.70% | 2.50% |
Dividend yield | 0.00% | 0.00% |
Weighted average fair value of options granted during the period | $ 2.83 | $ 2.67 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Non-vested Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Restricted Stock [Member] | |
Number of Non-vested Shares | shares | 877,000 |
Number of Non-vested Shares, Granted | shares | 41,000 |
Number of Non-vested Shares, Vested | shares | (170,000) |
Number of Non-vested Shares, Forfeited | shares | (33,000) |
Number of Non-vested Shares | shares | 715,000 |
Weighted- Average Grant Date Fair Value, Non-vested, Beginning of Year | $ / shares | $ 6.17 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 6.84 |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | 6.41 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 6.40 |
Weighted- Average Grant Date Fair Value, Non-vested, End of Period | $ / shares | $ 6.15 |
Restricted Stock Units (RSUs) [Member] | |
Number of Non-vested Shares | shares | 253,000 |
Number of Non-vested Shares, Granted | shares | |
Number of Non-vested Shares, Vested | shares | (110,000) |
Number of Non-vested Shares, Forfeited | shares | |
Number of Non-vested Shares | shares | 143,000 |
Weighted- Average Grant Date Fair Value, Non-vested, Beginning of Year | $ / shares | $ 5.60 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | 5.60 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted- Average Grant Date Fair Value, Non-vested, End of Period | $ / shares | $ 5.60 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 12,659,000 | 2,648,000 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | $ (4,549) | $ (2,194) |
Weighted-average common shares outstanding - basic and diluted | 29,034,000 | 17,621,000 |
Net loss attributable to common stockholders - basic and diluted | $ (0.16) | $ (0.12) |
Short-Term Bank Debt and Long_3
Short-Term Bank Debt and Long-Term Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Credit Agreement [Member] | ||
Proceeds from long term debt | $ 30,000 | |
Restricted deposit amount | 3,000 | |
Debt issuance costs | 742 | |
Amortization of debt issuance costs | 19 | |
Interest expense | 360 | $ 0 |
Convertible Notes Payable [Member] | ||
Debt, principal amount | $ 5,000 | |
Debt interest rate | 10.00% | |
Debt maturity date | Sep. 30, 2020 | |
Debt conversion price per share | $ 1,000 | |
Two Loan Facilities [Member] | Credit Agreement [Member] | ||
Debt, principal amount | $ 30,000 | |
Term A Facility [Member] | Credit Agreement [Member] | ||
Debt, principal amount | $ 20,000 | |
Debt interest rate | 4.73% | |
Term B Facility [Member] | Credit Agreement [Member] | ||
Debt, principal amount | $ 10,000 | |
Debt interest rate | 5.89% | |
Revolving Facility [Member] | Credit Agreement [Member] | ||
Debt, principal amount | $ 10,000 | |
Debt term | 5 years | |
Revolving credit facility | ||
Debt interest rate description | The interest rate for the Revolving Facility is, with respect to NIS-denominated loans, Hapoalim's prime rate + 2.5%, and with respect to US dollar-denominated loans, LIBOR + 4.6%. In addition, the Company pays a 1% commitment fee on the unutilized and uncancelled availability under the Revolving Facility. |
Short-Term Bank Debt and Long_4
Short-Term Bank Debt and Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Short-term bank debt bearing interest at 17% per annum | $ 621 | $ 685 | |
Current maturities of long-term debt | 3,312 | 2,688 | |
Convertible notes payable | 5,000 | 5,000 | [1] |
Long-term debt - less current maturities | $ 24,503 | $ 26,515 | [1] |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Short-Term Bank Debt and Long_5
Short-Term Bank Debt and Long-Term Debt - Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
2021 | $ 3,312 | ||
2022 | 4,968 | ||
2023 | 5,205 | ||
2024 | 3,549 | ||
2025 | 10,781 | ||
Long term debt | 27,815 | ||
Less: Current portion | 3,312 | $ 2,688 | |
Total | $ 24,503 | $ 26,515 | [1] |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details Narrative) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Warranty term description | The Company's products are warranted against defects in materials and workmanship for a period of one to three years from the date of acceptance of the product by the customer. |
Extended warranty coverage term | 60 months |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 13,180 | $ 15,400 | |
Accrued warranty | 664 | 632 | |
Accrued compensation | 4,957 | 5,517 | |
Contract liabilities | 642 | 849 | |
Government authorities | 3,358 | 2,172 | |
Other current liabilities | 327 | 310 | |
Accounts payable and accrued expenses | $ 23,128 | $ 24,880 | [1] |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Expenses - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Payables and Accruals [Abstract] | |||
Accrued warranty reserve, beginning of period | $ 742 | $ 422 | |
Accrual for product warranties issued | 141 | 80 | |
Product replacements and other warranty expenditures | (62) | (54) | |
Expiration of warranties | (34) | (76) | |
Accrued warranty reserve, end of period | [1] | $ 787 | $ 372 |
[1] | Includes accrued warranty and other liabilities at December 31, 2019 and March 31, 2020 of $110 and $123, respectively |
Accounts Payable and Accrued _6
Accounts Payable and Accrued Expenses - Schedule of Product Warranty Liability (Details) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued warranty in other liabilities | $ 123 | $ 110 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Oct. 03, 2019 | |
Equity, Class of Treasury Stock [Line Items] | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Undesignated [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Preferred stock, shares authorized | 50,000 | ||
Series A Preferred Stock [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Preferred stock, shares authorized | 100,000 | ||
Preferred stock, shares issued | 50,000 | ||
Preferred stock, liquidation price per share | $ 1,000 | ||
Preferred stock, liquidation preference description | The Series A Preferred Stock has a liquidation preference equal to the greater of (i) the original issuance price of $1,000.00 per share, subject to certain adjustments (the "Series A Issue Price"), plus all accrued and unpaid dividends thereon (except in the case of a deemed liquidation event, then 150% of such amount) and (ii) the amount such holder would have received if the Series A Preferred Stock had converted into common stock immediately prior to such liquidation. | ||
Number of shares issued for dividends | 955,000 | ||
Preferred stock, voting rights | From and after the delivery of a Series A Voting Activation Notice, all holders of the Series A Preferred Stock will be entitled to vote with the holders of common stock as a single class on an as-converted basis (provided, however, that any holder of Series A Preferred Stock shall not be entitled to cast votes for the number of shares of common stock issuable upon conversion of such shares of Series A Preferred Stock held by such holder that exceeds the quotient of (1) the aggregate Series A Issue Price for such shares of Series A Preferred Stock divided by (2) $5.57 (subject to adjustment for stock splits, stock dividends, combinations, reclassifications and similar events, as applicable)). So long as shares of Series A Preferred Stock are outstanding and convertible into shares of common stock that represent at least 10% of the voting power of the common stock, or the Investors or their affiliates continue to hold at least 33% of the aggregate amount of Series A Preferred Stock issued to the Investors on the Original Issuance Date, the consent of the holders of at least a majority of the outstanding shares of Series A Preferred Stock will be necessary for the Company to, among other things, (i) liquidate the Company or any operating subsidiary or effect any deemed liquidation event (as such term is defined in the Charter), except for a deemed liquidation event in which the holders of Series A Preferred Stock receive an amount in cash not less than the Redemption Price (as defined below), (ii) amend the Company's organizational documents in a manner that adversely affects the Series A Preferred Stock, (iii) issue any securities that are senior to, or equal in priority with, the Series A Preferred Stock or issue additional shares of Series A Preferred Stock to any person other than the Investors or their affiliates, (iv) incur indebtedness above the agreed-upon threshold, (v) change the size of the Company's board of directors to a number other than seven, or (vi) enter into certain affiliated arrangements or transactions. | ||
Dividend in arrears | $ 0 | ||
Conversion price per share | $ 7.319 | ||
Redemption, description | At any time after the third anniversary of the Original Issuance Date, subject to certain conditions, the Company may redeem the Series A Preferred Stock for an amount per share, equal to the greater of (i) the product of (x) 1.5 multiplied by (y) the sum of the Series A Issue Price, plus all accrued and unpaid dividends and (ii) the product of (x) the number of shares of common stock issuable upon conversion of such Series A Preferred Stock multiplied by (y) the volume weighted average price of the common stock during the 30 consecutive trading day period ending on the trading date immediately prior to the date of such redemption notice or, if calculated in connection with a deemed liquidation event, the value ascribed to a share of common stock in such deemed liquidation event (the "Redemption Price"). Further, at any time (i) after the 66-month anniversary of the Original Issuance Date, (ii) following delivery of a mandatory conversion notice by us, or (iii) upon a deemed liquidation event, subject to Delaware law governing distributions to stockholders, the holders of the Series A Preferred Stock may elect to require us to redeem all or any portion of the outstanding shares of Series A Preferred Stock for an amount per share equal to the Redemption Price. | ||
Series A Preferred Stock [Member] | Minimum [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Preferred stock, dividend rate | 7.50% | ||
Series A Preferred Stock [Member] | Maximum [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Preferred stock, dividend rate | 17.50% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other comprehensive gain (loss) foreign currency translation adjustment | $ (2,326) | $ (12) |
Foreign currency transaction gains (losses) | (253) | (26) |
Selling, General and Administrative Expenses [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Foreign currency transaction gains (losses) | $ 895 | $ 0 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Foreign currency items, Balance at Beginning | $ 265 | $ (388) | |
Foreign currency items, Net current period change | (2,326) | (12) | |
Foreign currency items, Balance at End | (2,061) | (400) | |
Unrealized gain (losses) on investments, Balance at Beginning | (47) | ||
Unrealized gain (losses) on investments, Net current period change | 47 | ||
Unrealized gain (losses) on investments, Balance at End | |||
Accumulated other comprehensive loss, Balance at Beginning | 265 | [1] | (435) |
Accumulated other comprehensive loss, Net current period change | (2,326) | 35 | |
Accumulated other comprehensive loss, Balance at End | $ (2,061) | $ (400) | |
[1] | Derived from audited balance sheet as of December 31, 2019. |
Segment Information (Details Na
Segment Information (Details Narrative) | 3 Months Ended |
Mar. 31, 2020Integer | |
Segment Reporting [Abstract] | |
Number of reportable segment | 1 |
Segment Information - Schedule
Segment Information - Schedule of Revenues and Long Lived Assets By Geographical Region (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Total Revenue | $ 30,799 | $ 13,611 | |
Long lived assets | 7,166 | $ 8,240 | |
United States [Member] | |||
Total Revenue | 13,107 | 12,960 | |
Long lived assets | 1,799 | 1,931 | |
Israel [Member] | |||
Total Revenue | 9,740 | ||
Long lived assets | 2,192 | 2,285 | |
Other [Member] | |||
Total Revenue | 7,951 | $ 651 | |
Long lived assets | $ 3,175 | $ 4,023 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Effective tax reconciliation rate | (5.94%) | 0.00% |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended |
Mar. 31, 2020 | |
Options to extend lease term | Up to five years |
Minimum [Member] | |
Operating lease, remaining lease term | 1 year |
Maximum [Member] | |
Operating lease, remaining lease term | 7 years |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Short term lease cost | $ 129 | $ 44 |
Leases - Schedule of Cash Flow
Leases - Schedule of Cash Flow Information and Non-cash Activity of Operating Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Right-of-use assets obtained in exchange for lease obligations | $ 729 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details) | Mar. 31, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 2 years 8 months 12 days |
Weighted-average discount rate | 3.95% |
Leases - Scheduled Maturities o
Leases - Scheduled Maturities of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
April - December 2020 | $ 2,883 |
2021 | 1,838 |
2022 | 1,411 |
2023 | 1,118 |
2024 | 971 |
Thereafter | 1,162 |
Total lease payments | 9,383 |
Less: Imputed interest | (2,131) |
Present value of lease liabilities | $ 7,252 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Instruments (Details) - Fair Value, Inputs, Level 2 [Member] $ in Thousands | Mar. 31, 2020USD ($) |
Long term debt, carrying amount | $ 27,815 |
Long term debt, fair value | $ 27,815 |
Concentration of Customers (Det
Concentration of Customers (Details Narrative) | 3 Months Ended |
Mar. 31, 2019 | |
Sales Revenue, Net [Member] | One Customer [Member] | |
Concentration risk, percentage | 17.00% |
Accounts Receivables [Member] | One Customer [Member] | |
Concentration risk, percentage | 28.00% |
Finance Receivables [Member] | Customer One [Member] | |
Concentration risk, percentage | 19.00% |
Finance Receivables [Member] | Customer Two [Member] | |
Concentration risk, percentage | 19.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Brasil Commercial Ltda [Member] - USD ($) $ in Thousands | Aug. 14, 2018 | Mar. 31, 2020 |
Aggregated amount of claims during period | $ 11,922 | |
Remaining Claim After Administrative Decisions [Member] | ||
Aggregated amount of claims during period | $ 156 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | May 14, 2020 | May 13, 2020 | Oct. 03, 2019 |
Subsequent Event [Member] | Sales Agreement [Member] | Canaccord Genuity LLC [Member] | |||
Shares offering price | 25,000 | ||
Commission percentage | 3.00% | ||
Reimbursement amount | $ 50,000 | ||
Convertible Unsecured Promissory Notes [Member] | Investors [Member] | |||
Convertible notes payable | $ 5,000 | ||
Convertible Unsecured Promissory Notes [Member] | Investors [Member] | Subsequent Event [Member] | |||
Debt instrument, description | On May 13, 2020, the Company and the Investors amended and restated the Notes (as amended and restated, the "Restated Notes") to, among other things, (i) remove the conversion feature of the Notes, (ii) provide for certain mandatory prepayment obligations of the Company on or following October 1, 2020, and (iii) extend the maturity date of the Notes to March 31, 2021. |