Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39080 | |
Entity Registrant Name | POWERFLEET, INC. | |
Entity Central Index Key | 0001774170 | |
Entity Tax Identification Number | 83-4366463 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 123 Tice Boulevard | |
Entity Address, City or Town | Woodcliff Lake | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07677 | |
City Area Code | (201) | |
Local Phone Number | 996-9000 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | PWFL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 35,953,108 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 33,821 | $ 18,127 |
Restricted cash | 308 | 308 |
Accounts receivable, net of allowance for doubtful accounts of $2,364 and $2,968 in 2020 and 2021, respectively | 30,151 | 24,147 |
Inventory, net | 16,197 | 12,873 |
Deferred costs - current | 1,298 | 3,128 |
Prepaid expenses and other current assets | 7,256 | 6,184 |
Total current assets | 89,031 | 64,767 |
Deferred costs - less current portion | 1,174 | 2,233 |
Fixed assets, net | 8,852 | 8,804 |
Goodwill | 83,344 | 83,344 |
Intangible assets, net | 27,397 | 31,276 |
Right of use asset | 9,850 | 9,700 |
Severance payable fund | 4,095 | 4,056 |
Deferred tax asset | 893 | 1,506 |
Other assets | 3,656 | 3,115 |
Total assets | 228,292 | 208,801 |
Current liabilities: | ||
Short-term bank debt and current maturities of long-term debt | 6,225 | 5,579 |
Accounts payable and accrued expenses | 24,655 | 20,225 |
Deferred revenue - current | 6,274 | 7,339 |
Lease liability - current | 2,508 | 2,755 |
Total current liabilities | 39,662 | 35,898 |
Long-term debt, less current maturities | 19,025 | 23,179 |
Deferred revenue - less current portion | 5,328 | 6,006 |
Lease liability - less current portion | 7,530 | 7,050 |
Accrued severance payable | 4,740 | 4,714 |
Other long-term liabilities | 711 | 674 |
Total liabilities | 76,996 | 77,521 |
Commitments and Contingencies (note 21) | ||
MEZZANINE EQUITY | ||
Convertible redeemable preferred stock: Series A – 100 shares authorized, $0.01 par value; 55 and 55 shares issued and outstanding at December 31, 2020 and September 30, 2021 | 52,495 | 51,992 |
Preferred stock; authorized 50,000 shares, $0.01 par value; | ||
Common stock; authorized 75,000 shares, $0.01 par value; 32,280 and 37,257 shares issued at December 31, 2020 and September 30, 2021, respectively; shares outstanding, 31,101 and 35,957 at December 31, 2020 and September 30, 2021, respectively | 373 | 323 |
Additional paid-in capital | 233,965 | 206,499 |
Accumulated deficit | (127,720) | (121,150) |
Accumulated other comprehensive gain (loss) | (24) | 399 |
Treasury stock; 1,179 and 1,300 common shares at cost at December 31, 2020 and September 30, 2021, respectively | (7,887) | (6,858) |
Total Powerfleet, Inc. stockholders’ equity | 98,707 | 79,213 |
Non-controlling interest | 94 | 75 |
Total equity | 98,801 | 79,288 |
Total liabilities and stockholders’ equity | $ 228,292 | $ 208,801 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 2,968 | $ 2,364 |
Temporary Equity, Shares Authorized | 100 | 100 |
Temporary Equity, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Temporary Equity, Shares Issued | 55 | 55 |
Temporary equity, shares outstanding | 55 | 55 |
Preferred Stock, Shares Authorized | 50,000 | 50,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 75,000 | 75,000 |
Common Stock, Shares, Issued | 37,257 | 32,280 |
Common Stock, Shares, Outstanding | 35,957 | 31,101 |
Treasury Stock, Shares | 1,300 | 1,179 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 29,246 | $ 27,602 | $ 91,785 | $ 84,166 |
Cost of Revenues: | ||||
Total cost of revenue | 14,981 | 12,679 | 47,005 | 40,334 |
Gross profit | 14,265 | 14,923 | 44,780 | 43,832 |
Operating expenses: | ||||
Selling, general and administrative expenses | 13,959 | 11,636 | 40,988 | 38,905 |
Research and development expenses | 2,735 | 2,535 | 8,259 | 8,289 |
Operating Expenses | 16,694 | 14,171 | 49,247 | 47,194 |
Income (loss) from operations | (2,429) | 752 | (4,467) | (3,362) |
Interest income | 11 | 10 | 35 | 41 |
Interest expense | (777) | (817) | (1,446) | (2,156) |
Other (expense) income, net | 7 | 5 | 7 | |
Net loss before income taxes | (3,188) | (55) | (5,873) | (5,470) |
Income tax benefit (expense) | (161) | (529) | (701) | (1,182) |
Net loss before non-controlling interest | (3,349) | (584) | (6,574) | (6,652) |
Non-controlling interest | 4 | (6) | 5 | 10 |
Net loss | (3,345) | (590) | (6,569) | (6,642) |
Accretion of preferred stock | (168) | (168) | (504) | (504) |
Preferred stock dividend | (1,028) | (991) | (3,084) | (2,918) |
Net loss attributable to common stockholders | $ (4,541) | $ (1,749) | $ (10,157) | $ (10,064) |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.13) | $ (0.06) | $ (0.30) | $ (0.34) |
Weighted average common shares outstanding - basic and diluted | 35,019 | 30,143 | 34,398 | 29,528 |
Product [Member] | ||||
Revenues: | ||||
Total revenues | $ 10,785 | $ 10,914 | $ 37,671 | $ 33,516 |
Cost of Revenues: | ||||
Total cost of revenue | 8,172 | 6,700 | 27,186 | 22,025 |
Service [Member] | ||||
Revenues: | ||||
Total revenues | 18,461 | 16,688 | 54,114 | 50,650 |
Cost of Revenues: | ||||
Total cost of revenue | $ 6,809 | $ 5,979 | $ 19,819 | $ 18,309 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net loss attributable to common stockholders | $ (4,541) | $ (1,749) | $ (10,157) | $ (10,064) |
Other comprehensive (loss) income, net: | ||||
Foreign currency translation adjustment | (92) | (22) | (423) | (1,942) |
Total other comprehensive income (loss) | (92) | (22) | (423) | (1,942) |
Comprehensive loss | $ (4,633) | $ (1,771) | $ (10,580) | $ (12,006) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 308 | $ 201,813 | $ (112,143) | $ 265 | $ (6,053) | $ (10) | $ 84,180 |
Beginning balance, shares at Dec. 31, 2019 | 30,804 | ||||||
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) | (2,346) | ||||
Issuance of restricted shares | |||||||
Issuance of restricted shares, shares | 40 | ||||||
Forfeiture of restricted shares | |||||||
Forfeiture of restricted shares, shares | (32) | ||||||
Vesting of restricted stock units | $ 1 | (1) | |||||
Vesting of restricted stock units, shares | 110 | ||||||
Other | 62 | 62 | |||||
Shares issued pursuant to exercise of stock options | $ 1 | 382 | 383 | ||||
Shares issued pursuant to exercise of stock options, shares | 90 | ||||||
Shares withheld pursuant to vesting of restricted stock | (232) | (232) | |||||
Shares withheld pursuant to exercise of stock options | (256) | (256) | |||||
Stock based compensation | 1,155 | 1,155 | |||||
Ending balance, value at Mar. 31, 2020 | $ 310 | 202,288 | (115,569) | (2,061) | (6,541) | (45) | 78,382 |
Ending balance, shares at Mar. 31, 2020 | 31,012 | ||||||
Beginning balance, value at Dec. 31, 2019 | $ 308 | 201,813 | (112,143) | 265 | (6,053) | (10) | 84,180 |
Beginning balance, shares at Dec. 31, 2019 | 30,804 | ||||||
Net loss attributable to common stockholders | (10,064) | ||||||
Net loss attributable to non-controlling interest | (10) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 322 | 206,302 | (118,785) | (1,677) | (6,607) | (35) | 79,520 |
Ending balance, shares at Sep. 30, 2020 | 32,233 | ||||||
Beginning balance, value at Mar. 31, 2020 | $ 310 | 202,288 | (115,569) | (2,061) | (6,541) | (45) | 78,382 |
Beginning balance, shares at Mar. 31, 2020 | 31,012 | ||||||
Net loss attributable to common stockholders | (1,140) | (2,626) | (3,766) | ||||
Net loss attributable to non-controlling interest | (1) | (1) | |||||
Foreign currency translation adjustment | 406 | 2 | 408 | ||||
Issuance of restricted shares | $ 3 | (3) | |||||
Issuance of restricted shares, shares | 276 | ||||||
Forfeiture of restricted shares | |||||||
Forfeiture of restricted shares, shares | (12) | ||||||
Vesting of restricted stock units | |||||||
Vesting of restricted stock units, shares | 17 | ||||||
Shares issued pursuant to exercise of stock options | $ 1 | 215 | 216 | ||||
Shares issued pursuant to exercise of stock options, shares | 50 | ||||||
Shares withheld pursuant to vesting of restricted stock | (16) | (16) | |||||
Stock based compensation | 1,012 | 1,012 | |||||
Common shares issued under the 2020 ATM | $ 8 | 4,033 | 4,041 | ||||
Common shares issued under the 2020 ATM, shares | 810 | ||||||
Ending balance, value at Jun. 30, 2020 | $ 322 | 206,405 | (118,195) | (1,655) | (6,557) | (44) | 80,276 |
Ending balance, shares at Jun. 30, 2020 | 32,153 | ||||||
Net loss attributable to common stockholders | (1,159) | (590) | (1,749) | ||||
Net loss attributable to non-controlling interest | 6 | 6 | |||||
Foreign currency translation adjustment | (22) | 3 | (19) | ||||
Issuance of restricted shares | $ 1 | (1) | |||||
Issuance of restricted shares, shares | 126 | ||||||
Forfeiture of restricted shares | $ (1) | 1 | |||||
Forfeiture of restricted shares, shares | (55) | ||||||
Vesting of restricted stock units | |||||||
Vesting of restricted stock units, shares | 4 | ||||||
Shares issued pursuant to exercise of stock options | 28 | 28 | |||||
Shares issued pursuant to exercise of stock options, shares | 5 | ||||||
Shares withheld pursuant to vesting of restricted stock | (50) | (50) | |||||
Stock based compensation | 1,028 | 1,028 | |||||
Ending balance, value at Sep. 30, 2020 | $ 322 | 206,302 | (118,785) | (1,677) | (6,607) | (35) | 79,520 |
Ending balance, shares at Sep. 30, 2020 | 32,233 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 323 | 206,499 | (121,150) | 399 | (6,858) | 75 | 79,288 |
Beginning balance, shares at Dec. 31, 2020 | 32,280 | ||||||
Net loss attributable to common stockholders | (1,196) | (1,787) | (2,983) | ||||
Foreign currency translation adjustment | (1,334) | (2) | (1,336) | ||||
Issuance of restricted shares | $ 4 | (4) | |||||
Issuance of restricted shares, shares | 415 | ||||||
Forfeiture of restricted shares | |||||||
Forfeiture of restricted shares, shares | (6) | ||||||
Vesting of restricted stock units | |||||||
Vesting of restricted stock units, shares | $ 34 | ||||||
Shares issued pursuant to exercise of stock options | $ 1 | 716 | 717 | ||||
Shares issued pursuant to exercise of stock options, shares | 129 | ||||||
Shares withheld pursuant to vesting of restricted stock | (347) | (347) | |||||
Shares withheld pursuant to exercise of stock options | (647) | (647) | |||||
Stock based compensation | 1,357 | 1,357 | |||||
Common shares issued, net of issuance costs | $ 44 | 26,822 | 26,866 | ||||
Common shares issued, net of issuance costs, shares | 4,428 | ||||||
Ending balance, value at Mar. 31, 2021 | $ 372 | 234,194 | (122,937) | (935) | (7,852) | 73 | 102,915 |
Ending balance, shares at Mar. 31, 2021 | 37,280 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 323 | 206,499 | (121,150) | 399 | (6,858) | 75 | 79,288 |
Beginning balance, shares at Dec. 31, 2020 | 32,280 | ||||||
Net loss attributable to common stockholders | (10,157) | ||||||
Net loss attributable to non-controlling interest | (5) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 373 | 233,965 | (127,720) | (24) | (7,887) | 94 | 98,801 |
Ending balance, shares at Sep. 30, 2021 | 37,257 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 372 | 234,194 | (122,937) | (935) | (7,852) | 73 | 102,915 |
Beginning balance, shares at Mar. 31, 2021 | 37,280 | ||||||
Net loss attributable to common stockholders | (1,195) | (1,438) | (2,633) | ||||
Net loss attributable to non-controlling interest | (1) | (1) | |||||
Foreign currency translation adjustment | 1,003 | 7 | 1,010 | ||||
Forfeiture of restricted shares | |||||||
Forfeiture of restricted shares, shares | (14) | ||||||
Shares issued pursuant to exercise of stock options | $ 1 | 71 | 72 | ||||
Shares issued pursuant to exercise of stock options, shares | 12 | ||||||
Shares withheld pursuant to vesting of restricted stock | (15) | (15) | |||||
Stock based compensation | 1,095 | 1,095 | |||||
Ending balance, value at Jun. 30, 2021 | $ 373 | 234,165 | (124,375) | 68 | (7,867) | 79 | 102,443 |
Ending balance, shares at Jun. 30, 2021 | 37,278 | ||||||
Net loss attributable to common stockholders | (1,196) | (3,345) | (4,541) | ||||
Net loss attributable to non-controlling interest | (4) | (4) | |||||
Foreign currency translation adjustment | (92) | 19 | (73) | ||||
Issuance of restricted shares | $ 1 | 1 | |||||
Issuance of restricted shares, shares | 34 | ||||||
Forfeiture of restricted shares | $ (1) | (1) | |||||
Forfeiture of restricted shares, shares | (67) | ||||||
Shares issued pursuant to exercise of stock options | 68 | 68 | |||||
Shares issued pursuant to exercise of stock options, shares | 12 | ||||||
Shares withheld pursuant to vesting of restricted stock | (20) | (20) | |||||
Stock based compensation | 928 | 928 | |||||
Ending balance, value at Sep. 30, 2021 | $ 373 | $ 233,965 | $ (127,720) | $ (24) | $ (7,887) | $ 94 | $ 98,801 |
Ending balance, shares at Sep. 30, 2021 | 37,257 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (6,569) | $ (6,642) |
Adjustments to reconcile net loss to cash (used in) provided by operating activities: | ||
Non-controlling interest | (5) | (10) |
Inventory reserve | 122 | 189 |
Stock based compensation expense | 3,380 | 3,195 |
Depreciation and amortization | 6,377 | 6,159 |
Right-of-use assets, non-cash lease expense | 1,839 | 2,129 |
Bad debt expense | 824 | 640 |
Deferred income taxes | 701 | 1,182 |
Other non-cash items | 229 | (55) |
Changes in: | ||
Accounts receivable | (7,469) | 1,959 |
Inventory | (3,689) | 1,318 |
Prepaid expenses and other assets | (871) | 1,546 |
Deferred costs | 2,888 | 2,408 |
Deferred revenue | (1,365) | (2,695) |
Accounts payable and accrued expenses | 4,130 | (3,907) |
Lease liabilities | (1,757) | (2,218) |
Accrued severance payable, net | (12) | 95 |
Net cash (used in) provided by operating activities | (1,247) | 5,293 |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 55 | |
Capital expenditures | (2,534) | (2,101) |
Net cash (used in) provided by investing activities | (2,534) | (2,046) |
Cash flows from financing activities: | ||
Net proceeds from stock offering | 26,907 | 4,041 |
Payment of preferred stock dividends | (3,084) | |
Repayment of long-term debt | (4,040) | (1,495) |
Short-term bank debt, net | 94 | (290) |
Proceeds from exercise of stock options, net | 170 | 371 |
Purchase of treasury stock upon vesting of restricted stock | (383) | (298) |
Net cash (used in) provided by financing activities | 19,664 | 2,329 |
Effect of foreign exchange rate changes on cash and cash equivalents | (189) | (894) |
Net (decrease) increase in cash, cash equivalents and restricted cash | 15,694 | 4,682 |
Cash, cash equivalents, and restricted cash, beginning of period | 18,435 | 16,703 |
Cash, cash equivalents, and restricted cash, end of period | 34,129 | 21,385 |
Reconciliation of cash, cash equivalents, and restricted cash, beginning of period | ||
Cash and cash equivalents | 18,127 | 16,395 |
Restricted cash | 308 | 308 |
Cash and cash equivalents | 33,821 | 21,077 |
Restricted cash | 308 | 308 |
Cash paid for: | ||
Taxes | 50 | 42 |
Interest | 1,129 | 1,463 |
Noncash investing and financing activities: | ||
Value of shares withheld pursuant to exercise of stock options | $ 647 | $ 256 |
DESCRIPTION OF THE COMPANY AND
DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
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 On October 3, 2019, PowerFleet, Inc. (together with its subsidiaries, “PowerFleet,” the “Company,” “we,” “our” or “us”) completed the acquisition of Pointer Telocation Ltd. (the “Transactions”), as a result of which I.D. Systems, Inc. (“I.D. Systems”) and PowerFleet Israel Ltd. (“PowerFleet Israel”) each became direct, wholly-owned subsidiaries of the Company and Pointer Telocation Ltd. (“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 the Transactions. 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. Impact of COVID-19 and Supply Chain Disruptions 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. In addition, the Company has experienced a significant impact to its supply chain given COVID-19 and the related global semiconductor chip shortage, including delays in supply chain deliveries, extended lead times and shortages of certain key components, some raw material cost increases and slowdowns at certain production facilities. As a result of these supply chain issues, the Company has had to increase its volume of inventory to ensure supply. During the three-month period ended September 30, 2021, the Company incurred supply chain constraint expenses which lowered its gross margins and decreased its profitability. The supply chain disruptions and the related global semiconductor chip shortage have delayed and may continue to delay the timing of some orders and expected deliveries of the Company’s products. If the impact of the supply chain disruptions are more severe than the Company expects, it could result in longer lead times, inventory supply challenges and further increased costs, all of which could result in the deterioration of the Company’s results, potentially for a longer period than currently anticipated. As of the date of these unaudited consolidated financial statements, the full extent to which the COVID-19 pandemic and the related supply chain issues 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 September 30, 2021, the consolidated results of its operations for the three- and nine-month periods ended September 30, 2020 and 2021, the consolidated change in stockholders’ equity for the three-month periods ended March 31, June 30, and September 30, 2020 and 2021 and the consolidated cash flows for the nine-month periods ended September 30, 2020 and 2021. The results of operations for the three- and nine-month periods ended September 30, 2021 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, 2020 included in the Company’s Annual Report on Form 10-K for the year then ended. Reclassifications Certain prior amounts have been reclassified to conform with the current year presentation for comparative purposes. These reclassifications had no effect on the previously reported results of operations. Liquidity As of September 30, 2021, the Company had cash and cash equivalents of $ 34,129 49,369 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 agreed to provide PowerFleet Israel with two senior secured term loan facilities in an aggregate principal amount of $ 30,000 20,000 10,000 five-year revolving credit facility to Pointer in an aggregate principal amount of $ 10,000 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 our 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. On May 14, 2020, the Company entered into an equity distribution agreement for an “at-the-market offering” program (the “ATM Offering”) with Canaccord Genuity LLC (“Canaccord”) as sales agent, pursuant to which we issued and sold an aggregate of 810 4,200 On February 1, 2021, the Company closed an underwritten public offering (the “Underwritten Public Offering”) of 4,428 shares of common stock (which included the full exercise of the underwriters’ over-allotment option) for gross proceeds of approximately $ 28,800 , before deducting the underwriting discounts and commissions and other offering expenses. The offer and sale of common stock in the ATM Offering and the Underwritten Public Offering were made pursuant to the Company’s shelf registration statement. Because of the recent outbreak of COVID-19, there is significant uncertainty surrounding the potential impact on our results of operations and cash flows. During 2020 we proactively took steps to increase available cash on hand including, but not limited to, targeted reductions in discretionary operating expenses and capital expenditures. The Company believes that its available working capital, anticipated level of future revenues, expected cash flows from operations and available borrowings under its revolving credit facility with Hapoalim will provide sufficient funds to cover capital requirements through at least November 10, 2022. |
USE OF ESTIMATES
USE OF ESTIMATES | 9 Months Ended |
Sep. 30, 2021 | |
Use Of Estimates | |
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, 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 September 30, 2021, 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 | 9 Months Ended |
Sep. 30, 2021 | |
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, 2020 and September 30, 2021 consists of cash held in escrow for purchases from a vendor. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | NOTE 4 - 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 12). 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 when the service is provided. 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. The 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- and nine-months ended September 30, 2020 and 2021: SCHEDULE OF REVENUE DISAGGREGATED BY REVENUE SOURCE Three Months Ended Nine Months Ended 2020 2021 2020 2021 Products $ 10,914 $ 10,785 $ 33,516 $ 37,671 Services 16,688 18,461 50,650 54,114 $ 27,602 $ 29,246 $ 84,166 $ 91,785 The balances of contract assets, and contract liabilities from contracts with customers are as follows as of December 31, 2020 and September 30, 2021: SCHEDULE OF DEFERRED REVENUE December 31, 2020 September 30, 2021 (unaudited) Assets: Deferred contract costs $ 2,157 $ 2,567 Deferred costs $ 5,361 $ 2,472 Liabilities: Deferred revenue- services (1) $ 6,578 $ 8,455 Deferred revenue - products (1) 6,767 3,147 13,345 11,602 Less: Deferred revenue and contract liabilities - current portion (7,339 ) (6,274 ) Deferred revenue and contract liabilities - less current portion $ 6,006 $ 5,328 (1) The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance. For the three- and nine-month periods ended September 30, 2020 and 2021, the Company recognized revenue of $ 2,381 6,981 2,547 7,767 |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | NOTE 5 – PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2020 September 30, 2021 (Unaudited) Finance receivables, current $ 692 $ 697 Prepaid expenses 2,979 3,473 Contract assets 767 1,004 Other current assets 1,746 2,082 Prepaid expenses and other current assets $ 6,184 $ 7,256 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 - 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 “moving average” cost method or the first-in first-out (FIFO) method. Inventory is shown net of a valuation reserve of $ 515 649 Inventories consist of the following: SCHEDULE OF INVENTORIES December 31, 2020 September 30, 2021 (Unaudited) Components $ 7,697 $ 9,212 Work in process 237 417 Finished goods, net 4,939 6,568 Inventory, Net $ 12,873 $ 16,197 |
FIXED ASSETS
FIXED ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 7 - FIXED ASSETS Fixed assets are stated at cost, less accumulated depreciation and amortization, and are summarized as follows: SCHEDULE OF FIXED ASSETS December 31, 2020 September 30, 2021 (Unaudited) Installed products $ 4,174 $ 5,846 Computer software 5,882 6,383 Computer and electronic equipment 5,273 5,515 Furniture and fixtures 1,828 1,919 Leasehold improvements 1,353 1,375 18,510 21,038 Accumulated depreciation and amortization (9,706 ) (12,186 ) $ 8,804 $ 8,852 Depreciation and amortization expense of fixed assets for the three- and nine-month periods ended September 30, 2020 was $ 777 2,163 865 2,498 128 389 106 316 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 8 - INTANGIBLE ASSETS AND GOODWILL The following table summarizes identifiable intangible assets of the Company as of December 31, 2020 and September 30, 2021: SCHEDULE OF INTANGIBLE ASSETS September 30, 2021 (Unaudited) Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 12 $ 19,264 $ (3,951 ) $ 15,313 Trademark and tradename 3 15 7,553 (1,895 ) 5,658 Patents 7 11 2,117 (1,728 ) 389 Technology 7 10,911 (5,075 ) 5,836 Favorable contract interest 4 388 (388 ) - Covenant not to compete 5 208 (172 ) 36 40,441 (13,209 ) 27,232 Unamortized: Customer List 104 - 104 Trademark and tradename 61 - 61 165 - 165 Total $ 40,606 $ (13,209 ) $ 27,397 December 31, 2020 Useful Lives Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 12 $ 19,264 $ (2,732 ) $ 16,532 Trademark and tradename 3 15 7,553 (1,292 ) 6,261 Patents 7 11 2,117 (1,661 ) 456 Technology 7 10,911 (3,172 ) 7,739 Favorable contract interest 4 388 (331 ) 57 Covenant not to compete 5 208 (142 ) 66 40,441 (9,330 ) 31,111 Unamortized: Customer List 104 - 104 Trademark and tradename 61 - 61 165 - 165 Total $ 40,606 $ (9,330 ) $ 31,276 At September 30, 2021, the weighted-average amortization period for the intangible assets was 9.2 11.9 9.6 9.8 4.3 4.0 5.0 Amortization expense for the three- and nine-month periods ended September 30, 2020 was $ 1,331 3,996 1,282 3,879 SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Year ending December 31: 2021 (remaining) $ 1,275 2022 5,080 2023 5,035 2024 2,622 2025 2,495 2026 2,413 Thereafter 8,312 Finite-Lived Intangible Assets, Net, Total $ 27,232 There have been no changes in the carrying amount of goodwill from January 1, 2020 to September 30, 2021. For the nine-month period ended September 30, 2021, the Company did not identify any indicators of impairment. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 9 - STOCK-BASED COMPENSATION Stock Option Plans [A] Stock options: The following table summarizes the activity relating to the Company’s stock options for the nine-month period ended September 30, 2021: SCHEDULE OF STOCK OPTIONS ACTIVITY Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Terms Aggregate Intrinsic Value Outstanding at beginning of year 3,624 $ 5.85 Granted 120 7.77 Exercised (146 ) 5.59 Forfeited or expired (101 ) 6.23 Outstanding at end of period 3,497 $ 5.92 7.5 $ 4,018 Exercisable at end of period 1,290 $ 5.65 6.1 $ 1,801 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: SCHEDULE OF FAIR VALUE STOCK OPTION ASSUMPTIONS September 30, 2020 2021 Expected volatility 44.7 % 50.2 % Expected life of options (in years) 6 7 Risk free interest rate 1.17 % 0.69 % Dividend yield 0 % 0 % Weighted-average fair value of options granted during year $ 2.58 $ 3.81 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 $ 366 1,209 345 1,061 The fair value of options vested during the nine-month periods ended September 30, 2020 and 2021 was $ 1,194 508 228 470 As of September 30, 2021, there was approximately $ 3,089 3.76 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 nine-month period ended September 30, 2021 is as follows: SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY Number of Non-Vested Shares Weighted-Average Grant Date Fair Value Restricted stock, non-vested, beginning of year 806 $ 5.54 Granted 450 7.63 Vested (253 ) 5.75 Forfeited or expired (91 ) 6.55 Restricted stock, non-vested, end of period 912 $ 6.41 The Company recorded stock-based compensation expense of $ 593 1,641 533 1,908 3,609 2.6 [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 nine-month period ended September 30, 2021: SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY Number of Weighted-Average Restricted stock units, non-vested, beginning of year 75 $ 5.60 Granted - - Vested (34 ) 5.60 Forfeited (4 ) 5.60 Restricted stock units, non-vested, end of period 37 $ 5.60 The Company recorded stock-based compensation expense of $ 33 228 51 152 99 0.6 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 10 - NET LOSS PER SHARE Net loss per share for the three- and nine-month periods ended September 30, 2020 and 2021 are as follows: SCHEDULE OF NET LOSS PER SHARE BASIC AND DILUTED Three Months Ended Nine Months Ended September 30, September 30, 2020 2021 2020 2021 Basic and diluted loss per share Net loss attributable to common stockholders $ (1,749 ) $ (4,541 ) $ (10,064 ) $ (10,157 ) Weighted-average common share outstanding - basic and diluted 30,143 35,019 29,528 34,398 Net loss attributable to common stockholders - basic and diluted $ (0.06 ) $ (0.13 ) $ (0.34 ) $ (0.30 ) 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 nine-month periods ended September 30, 2020 and September 30, 2021, 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 vesting of restricted stock and restricted stock units totaling 12,070 11,939 |
SHORT-TERM BANK DEBT AND LONG-T
SHORT-TERM BANK DEBT AND LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BANK DEBT AND LONG-TERM DEBT | NOTE 11 - SHORT-TERM BANK DEBT AND LONG-TERM DEBT SCHEDULE OF LONG TERM DEBT December 31, 2020 September 30, 2021 (Unaudited) Short-term bank debt $ 280 $ 360 Current maturities of long-term debt $ 5,299 $ 5,865 Long term debt - less current maturities $ 23,179 $ 19,025 Long-term debt In connection with the Transactions, PowerFleet Israel incurred $ 30,000 30,000 20,000 10,000 five-year 10,000 3,000 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 was 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 agreed to pay 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 September 30, 2021. On August 23, 2021, PowerFleet Israel and Pointer (the “Borrowers”) entered into an amendment (the “Amendment”), effective as of August 1, 2021, to the Credit Agreement with Hapoalim. The Amendment memorializes the agreements between the Borrowers and Hapoalim regarding a reduction in the interest rates of the two Term Facilities. Pursuant to the Amendment, commencing as of November 12, 2020, the interest rate with respect to the Term A Facility was reduced to a fixed rate of 3.65% per annum and the interest rate with respect to the Term B Facility was reduced to a fixed rate of 4.5% per annum. The Amendment also provides, among other things, for (i) a reduction in the credit allocation fee on undrawn and uncancelled amounts of the Revolving Facility from 1% to 0.5% per annum, (ii) removal of the requirement that PowerFleet Israel maintain $ 3,000 In connection with the Credit Facilities, the Company incurred debt issuance costs of $ 742 68 223 371 1,114 268 821 Scheduled maturities of the long term debt as of September 30, 2021 are as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT Sep, 30, 2021 Year ending December 31: 2022 $ 5,865 2023 5,946 2024 13,079 Long term debt 24,890 Less: Current Portion 5,865 Total $ 19,025 The Term B Facility is not subject to amortization over the life of the loan and instead the original principal amount is 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 | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 12 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2020 September 30, 2021 (Unaudited) Accounts payable $ 9,877 $ 13,871 Accrued warranty 705 906 Accrued compensation 5,581 5,561 Government authorities 3,047 2,874 Other current liabilities 1,015 1,443 Accounts payable and accrued expenses $ 20,225 $ 24,655 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. 60 The following table summarizes warranty activity for the nine-month periods ended September 30, 2020 and 2021: SCHEDULE OF PRODUCT WARRANTY LIABILITY Nine Months Ended September 30, 2020 2021 Accrued warranty reserve, beginning of year $ 742 $ 807 Accrual for product warranties issued 639 864 Product replacements and other warranty expenditures (565 ) (305 ) Expiration of warranties 19 (280 ) Accrued warranty reserve, end of period (a) $ 835 $ 1,086 (a) Includes non-current accrued warranty included in other long-term liabilities at December 31, 2020 and September 30, 2021 of $ 102 and $ 180 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 13 - STOCKHOLDERS’ EQUITY [A] Public Offering: On February 1, 2021, the Company closed an underwritten public offering of 4,428 28,800 [B] Redeemable preferred stock The Company is authorized to issue 150 0.01 100 Series A Preferred Stock In connection with the completion of the Transactions, on October 3, 2019, the Company issued 50 1 0 Liquidation The Series A Preferred Stock has a liquidation preference equal to the greater of (i) the original issuance price of $ 1,000.00 Dividends Holders of Series A Preferred Stock are entitled to receive cumulative dividends at a minimum rate of 7.5 17.5 3,085 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 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 amount Redemption On June 9, 2021, we entered into a preferred stock redemption right agreement (the “Redemption Right Agreement”) with the Investors, pursuant to which we had the right to redeem 10 1,450 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 14 - ACCUMULATED OTHER COMPREHENSIVE LOSS Comprehensive income (loss) includes net loss and foreign currency translation gains and losses. The accumulated balances for each classification of other comprehensive loss for the nine-month period ended September 30, 2021 are as follows: SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS Foreign currency translation adjustment Accumulated other comprehensive income Balance at January 1, 2021 $ 399 $ 399 Net current period change (423 ) (423 ) Balance at September 30, 2021 $ (24 ) $ (24 ) The accumulated balances for each classification of other comprehensive loss for the nine-month period ended September 30, 2020 are as follows: Foreign currency Accumulated other comprehensive income Balance at January 1, 2020 $ 265 $ 265 Net current period change (1,942 ) (1,942 ) Balance at September 30, 2020 $ (1,677 ) $ (1,677 ) 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 losses from the translation of foreign currency financial statements of $ (1,942) (423) 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 (losses) gains for the three- and nine-month periods ended September 30, 2020 of $ 296 155 (345) (139) (261) 151 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 15 – SEGMENT INFORMATION The Company operates in one reportable segment, wireless IoT asset management. The following table summarizes revenues by geographic region. SCHEDULE OF REVENUES AND LONG LIVED ASSETS BY GEOGRAPHICAL REGION Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 United States $ 10,142 $ 10,976 $ 34,095 $ 36,186 Israel 10,124 10,655 28,999 33,343 Other 7,336 7,615 21,072 22,256 $ 27,602 $ 29,246 $ 84,166 $ 91,785 December 31, 2020 September 30, 2021 (Unaudited) Long lived assets by geographic region: United States $ 1,425 $ 1,181 Israel 3,282 3,455 Other 4,097 4,216 $ 8,804 $ 8,852 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 - INCOME TAXES The Company 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 foreign earnings and adjustments to recorded valuation allowances. 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 nine months ended September 30, 2020 and 2021 was ( 21.6 )% and ( 11.9)% , respectively. For the nine months ended September 30, 2020 and 2021 the effective tax rate differs from the statutory tax rates primarily due to the mix of domestic and foreign earnings amongst taxable jurisdictions and recorded valuation allowances to fully reserve against net operating loss carryforwards and other deferred tax assets in the United States and non-Israel foreign jurisdictions where realization of such tax attributes and deductible temporary differences remains uncertain at this time. 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 the 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 CARES Act did not have a material impact on the Company’s consolidated financial statements. On March 11, 2021, the President of the United States signed the American Rescue Plan Act (the “ARPA”) into law as a continuing response to the COVID-19 pandemic. The ARPA implemented new entity taxation provisions as well as extended unemployment benefits and related incentives to provide further economic relief to US businesses. The passage of the ARPA did not have a material impact to the Company nor its calculated AETR for the year. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
LEASES | NOTE 17 - LEASES The Company has operating leases for office space and office equipment. The Company’s leases have remaining lease terms of one year seven years up to five years The Company has lease arrangements which are classified as short-term in nature. These leases meet the criteria for operating lease classification. Lease costs associated with the short-term leases are included in selling, general and administrative expenses on the Company’s condensed consolidated statements of operations during the three- and nine- months ended September 30, 2020 and 2021. Components of lease expense are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Short term lease cost: $ 92 $ 117 $ 385 $ 472 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: SCHEDULE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITY OF OPERATING LEASES Nine Months Ended September 30, 2020 2021 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 2,485 $ 2,341 Weighted-average remaining lease term and discount rate for our operating leases are as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE September 30, 2021 Weighted-average remaining lease term (in years) 3.6 Weighted-average discount rate 4.5 % Scheduled maturities of operating lease liabilities outstanding as of September 30, 2021 are as follows: SCHEDULED MATURITIES OF OPERATING LEASE LIABILITIES Y Sep, 30, 2021 Year ending December 31: October - December 2021 $ 803 2022 2,765 2023 2,462 2024 1,848 2025 1,732 Thereafter 1,627 Total lease payments 11,237 Less: Imputed interest (1,199 ) Present value of lease liabilities $ 10,038 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 18 - 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. SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS September 30, 2021 Carrying Amount Fair Value Long term debt $ 24,890 $ 24,890 |
CONCENTRATION OF CUSTOMERS
CONCENTRATION OF CUSTOMERS | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CUSTOMERS | NOTE 19 - CONCENTRATION OF CUSTOMERS For the nine-month periods ended September 30, 2020 and 2021, 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 20 - COMMITMENTS AND CONTINGENCIES Except for normal operating leases, the Company is not currently subject to any material commitments. 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 August 2014, Pointer do Brasil Comercial Ltda. (“Pointer Brazil”) received a notification of lack of payment of VAT tax (Brazilian ICMS tax) in the amount of $ 195 , plus $ 979 of interest and penalty, totaling $ 1,174 as of September 30, 2021. The Company is vigorously defending this tax assessment before the administrative court in Brazil, but in light of the administrative and judicial processes in Brazil, it could take up to 14 years before the dispute is finally resolved. In case the administrative court rules against the Company, the Company could claim before the judicial court, an appellate court in Brazil, a substantial reduction of interest charged, potentially reducing the Company’s total exposure. The Company’s legal counsel is of the opinion that the chance of loss is not probable and for this reason the Company has not made any provision. In July 2015, 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 $ 10,585 189 |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 21 - RECENT ACCOUNTING PRONOUNCEMENTS In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of this standard did not have an impact on the Company’s consolidated 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 updated 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. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUE DISAGGREGATED BY REVENUE SOURCE | The following table presents the Company’s revenues disaggregated by revenue source for the three- and nine-months ended September 30, 2020 and 2021: SCHEDULE OF REVENUE DISAGGREGATED BY REVENUE SOURCE Three Months Ended Nine Months Ended 2020 2021 2020 2021 Products $ 10,914 $ 10,785 $ 33,516 $ 37,671 Services 16,688 18,461 50,650 54,114 $ 27,602 $ 29,246 $ 84,166 $ 91,785 |
SCHEDULE OF DEFERRED REVENUE | The balances of contract assets, and contract liabilities from contracts with customers are as follows as of December 31, 2020 and September 30, 2021: SCHEDULE OF DEFERRED REVENUE December 31, 2020 September 30, 2021 (unaudited) Assets: Deferred contract costs $ 2,157 $ 2,567 Deferred costs $ 5,361 $ 2,472 Liabilities: Deferred revenue- services (1) $ 6,578 $ 8,455 Deferred revenue - products (1) 6,767 3,147 13,345 11,602 Less: Deferred revenue and contract liabilities - current portion (7,339 ) (6,274 ) Deferred revenue and contract liabilities - less current portion $ 6,006 $ 5,328 (1) The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance. For the three- and nine-month periods ended September 30, 2020 and 2021, the Company recognized revenue of $ 2,381 6,981 2,547 7,767 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2020 September 30, 2021 (Unaudited) Finance receivables, current $ 692 $ 697 Prepaid expenses 2,979 3,473 Contract assets 767 1,004 Other current assets 1,746 2,082 Prepaid expenses and other current assets $ 6,184 $ 7,256 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES December 31, 2020 September 30, 2021 (Unaudited) Components $ 7,697 $ 9,212 Work in process 237 417 Finished goods, net 4,939 6,568 Inventory, Net $ 12,873 $ 16,197 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: SCHEDULE OF FIXED ASSETS December 31, 2020 September 30, 2021 (Unaudited) Installed products $ 4,174 $ 5,846 Computer software 5,882 6,383 Computer and electronic equipment 5,273 5,515 Furniture and fixtures 1,828 1,919 Leasehold improvements 1,353 1,375 18,510 21,038 Accumulated depreciation and amortization (9,706 ) (12,186 ) $ 8,804 $ 8,852 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The following table summarizes identifiable intangible assets of the Company as of December 31, 2020 and September 30, 2021: SCHEDULE OF INTANGIBLE ASSETS September 30, 2021 (Unaudited) Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 12 $ 19,264 $ (3,951 ) $ 15,313 Trademark and tradename 3 15 7,553 (1,895 ) 5,658 Patents 7 11 2,117 (1,728 ) 389 Technology 7 10,911 (5,075 ) 5,836 Favorable contract interest 4 388 (388 ) - Covenant not to compete 5 208 (172 ) 36 40,441 (13,209 ) 27,232 Unamortized: Customer List 104 - 104 Trademark and tradename 61 - 61 165 - 165 Total $ 40,606 $ (13,209 ) $ 27,397 December 31, 2020 Useful Lives Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 12 $ 19,264 $ (2,732 ) $ 16,532 Trademark and tradename 3 15 7,553 (1,292 ) 6,261 Patents 7 11 2,117 (1,661 ) 456 Technology 7 10,911 (3,172 ) 7,739 Favorable contract interest 4 388 (331 ) 57 Covenant not to compete 5 208 (142 ) 66 40,441 (9,330 ) 31,111 Unamortized: Customer List 104 - 104 Trademark and tradename 61 - 61 165 - 165 Total $ 40,606 $ (9,330 ) $ 31,276 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Year ending December 31: 2021 (remaining) $ 1,275 2022 5,080 2023 5,035 2024 2,622 2025 2,495 2026 2,413 Thereafter 8,312 Finite-Lived Intangible Assets, Net, Total $ 27,232 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following table summarizes the activity relating to the Company’s stock options for the nine-month period ended September 30, 2021: SCHEDULE OF STOCK OPTIONS ACTIVITY Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Terms Aggregate Intrinsic Value Outstanding at beginning of year 3,624 $ 5.85 Granted 120 7.77 Exercised (146 ) 5.59 Forfeited or expired (101 ) 6.23 Outstanding at end of period 3,497 $ 5.92 7.5 $ 4,018 Exercisable at end of period 1,290 $ 5.65 6.1 $ 1,801 |
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: SCHEDULE OF FAIR VALUE STOCK OPTION ASSUMPTIONS September 30, 2020 2021 Expected volatility 44.7 % 50.2 % Expected life of options (in years) 6 7 Risk free interest rate 1.17 % 0.69 % Dividend yield 0 % 0 % Weighted-average fair value of options granted during year $ 2.58 $ 3.81 |
SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY | 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 nine-month period ended September 30, 2021 is as follows: SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY Number of Non-Vested Shares Weighted-Average Grant Date Fair Value Restricted stock, non-vested, beginning of year 806 $ 5.54 Granted 450 7.63 Vested (253 ) 5.75 Forfeited or expired (91 ) 6.55 Restricted stock, non-vested, end of period 912 $ 6.41 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY | 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 nine-month period ended September 30, 2021: SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY Number of Weighted-Average Restricted stock units, non-vested, beginning of year 75 $ 5.60 Granted - - Vested (34 ) 5.60 Forfeited (4 ) 5.60 Restricted stock units, non-vested, end of period 37 $ 5.60 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF NET LOSS PER SHARE BASIC AND DILUTED | Net loss per share for the three- and nine-month periods ended September 30, 2020 and 2021 are as follows: SCHEDULE OF NET LOSS PER SHARE BASIC AND DILUTED Three Months Ended Nine Months Ended September 30, September 30, 2020 2021 2020 2021 Basic and diluted loss per share Net loss attributable to common stockholders $ (1,749 ) $ (4,541 ) $ (10,064 ) $ (10,157 ) Weighted-average common share outstanding - basic and diluted 30,143 35,019 29,528 34,398 Net loss attributable to common stockholders - basic and diluted $ (0.06 ) $ (0.13 ) $ (0.34 ) $ (0.30 ) |
SHORT-TERM BANK DEBT AND LONG_2
SHORT-TERM BANK DEBT AND LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM DEBT | SCHEDULE OF LONG TERM DEBT December 31, 2020 September 30, 2021 (Unaudited) Short-term bank debt $ 280 $ 360 Current maturities of long-term debt $ 5,299 $ 5,865 Long term debt - less current maturities $ 23,179 $ 19,025 |
SCHEDULE OF MATURITIES OF LONG TERM DEBT | Scheduled maturities of the long term debt as of September 30, 2021 are as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT Sep, 30, 2021 Year ending December 31: 2022 $ 5,865 2023 5,946 2024 13,079 Long term debt 24,890 Less: Current Portion 5,865 Total $ 19,025 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payable and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2020 September 30, 2021 (Unaudited) Accounts payable $ 9,877 $ 13,871 Accrued warranty 705 906 Accrued compensation 5,581 5,561 Government authorities 3,047 2,874 Other current liabilities 1,015 1,443 Accounts payable and accrued expenses $ 20,225 $ 24,655 |
SCHEDULE OF PRODUCT WARRANTY LIABILITY | The following table summarizes warranty activity for the nine-month periods ended September 30, 2020 and 2021: SCHEDULE OF PRODUCT WARRANTY LIABILITY Nine Months Ended September 30, 2020 2021 Accrued warranty reserve, beginning of year $ 742 $ 807 Accrual for product warranties issued 639 864 Product replacements and other warranty expenditures (565 ) (305 ) Expiration of warranties 19 (280 ) Accrued warranty reserve, end of period (a) $ 835 $ 1,086 (a) Includes non-current accrued warranty included in other long-term liabilities at December 31, 2020 and September 30, 2021 of $ 102 and $ 180 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS | The accumulated balances for each classification of other comprehensive loss for the nine-month period ended September 30, 2021 are as follows: SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS Foreign currency translation adjustment Accumulated other comprehensive income Balance at January 1, 2021 $ 399 $ 399 Net current period change (423 ) (423 ) Balance at September 30, 2021 $ (24 ) $ (24 ) The accumulated balances for each classification of other comprehensive loss for the nine-month period ended September 30, 2020 are as follows: Foreign currency Accumulated other comprehensive income Balance at January 1, 2020 $ 265 $ 265 Net current period change (1,942 ) (1,942 ) Balance at September 30, 2020 $ (1,677 ) $ (1,677 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 by geographic region. SCHEDULE OF REVENUES AND LONG LIVED ASSETS BY GEOGRAPHICAL REGION Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 United States $ 10,142 $ 10,976 $ 34,095 $ 36,186 Israel 10,124 10,655 28,999 33,343 Other 7,336 7,615 21,072 22,256 $ 27,602 $ 29,246 $ 84,166 $ 91,785 December 31, 2020 September 30, 2021 (Unaudited) Long lived assets by geographic region: United States $ 1,425 $ 1,181 Israel 3,282 3,455 Other 4,097 4,216 $ 8,804 $ 8,852 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | Components of lease expense are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Short term lease cost: $ 92 $ 117 $ 385 $ 472 |
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: SCHEDULE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITY OF OPERATING LEASES Nine Months Ended September 30, 2020 2021 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 2,485 $ 2,341 |
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: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE September 30, 2021 Weighted-average remaining lease term (in years) 3.6 Weighted-average discount rate 4.5 % |
SCHEDULED MATURITIES OF OPERATING LEASE LIABILITIES | Scheduled maturities of operating lease liabilities outstanding as of September 30, 2021 are as follows: SCHEDULED MATURITIES OF OPERATING LEASE LIABILITIES Y Sep, 30, 2021 Year ending December 31: October - December 2021 $ 803 2022 2,765 2023 2,462 2024 1,848 2025 1,732 Thereafter 1,627 Total lease payments 11,237 Less: Imputed interest (1,199 ) Present value of lease liabilities $ 10,038 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS | SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS September 30, 2021 Carrying Amount Fair Value Long term debt $ 24,890 $ 24,890 |
DESCRIPTION OF THE COMPANY AN_2
DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION (Details Narrative) - USD ($) shares in Thousands, $ in Thousands | Feb. 01, 2021 | May 14, 2020 | Nov. 27, 2019 | Sep. 30, 2021 | Sep. 30, 2020 |
Short-term Debt [Line Items] | |||||
Cash and cash equivalents | $ 34,129 | ||||
Working capital | 49,369 | ||||
Proceeds from Issuance Initial Public Offering | $ 26,907 | $ 4,041 | |||
Common Stock Preferred Stock Warrants Debt Securities And Units Or Any Combination [Member] | |||||
Short-term Debt [Line Items] | |||||
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 our 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. | ||||
IPO [Member] | Equity Distribution Agreement [Member] | Canaccord Genuity L L C [Member] | |||||
Short-term Debt [Line Items] | |||||
Number of common stocks issued | 810 | ||||
Proceeds from issuance of common stock | $ 4,200 | ||||
Underwritten Public Offering [Member] | Underwriting Agreement [Member] | |||||
Short-term Debt [Line Items] | |||||
Number of common stocks issued | 4,428 | ||||
Proceeds from Issuance Initial Public Offering | $ 28,800 | ||||
Revolving Credit Facility [Member] | |||||
Short-term Debt [Line Items] | |||||
Line of credit facility, expiration period | five-year revolving credit facility to Pointer in an aggregate principal amount of $10,000. | ||||
Line of credit, principal amount | $ 10,000 | ||||
Two Senior Secured Term Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, face amount | 30,000 | ||||
Facilities One [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, face amount | 20,000 | ||||
Facilities Two [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, face amount | $ 10,000 |
SCHEDULE OF REVENUE DISAGGREGAT
SCHEDULE OF REVENUE DISAGGREGATED BY REVENUE SOURCE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 29,246 | $ 27,602 | $ 91,785 | $ 84,166 |
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,785 | 10,914 | 37,671 | 33,516 |
Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 18,461 | $ 16,688 | $ 54,114 | $ 50,650 |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Deferred costs | $ 2,472 | $ 5,361 | |
Deferred revenue | 11,602 | 13,345 | |
Less: Deferred revenue and contract liabilities - current portion | (6,274) | (7,339) | |
Deferred revenue and contract liabilities - less current portion | 5,328 | 6,006 | |
Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | [1] | 8,455 | 6,578 |
Product [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | [1] | 3,147 | 6,767 |
Deferred Contract Costs [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Deferred costs | $ 2,567 | $ 2,157 | |
[1] | The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance. For the three- and nine-month periods ended September 30, 2020 and 2021, the Company recognized revenue of $ 2,381 6,981 2,547 7,767 |
SCHEDULE OF DEFERRED REVENUE _2
SCHEDULE OF DEFERRED REVENUE (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized | $ 2,547 | $ 2,381 | $ 7,767 | $ 6,981 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Finance receivables, current | $ 697 | $ 692 |
Prepaid expenses | 3,473 | 2,979 |
Contract assets | 1,004 | 767 |
Other current assets | 2,082 | 1,746 |
Prepaid expenses and other current assets | $ 7,256 | $ 6,184 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Components | $ 9,212 | $ 7,697 |
Work in process | 417 | 237 |
Finished goods, net | 6,568 | 4,939 |
Inventory, Net | $ 16,197 | $ 12,873 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory Valuation Reserves | $ 649 | $ 515 |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 21,038 | $ 18,510 |
Accumulated depreciation and amortization | (12,186) | (9,706) |
Property, plant and equipment, net | 8,852 | 8,804 |
Installed Products [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,846 | 4,174 |
Computer Software, Intangible Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,383 | 5,882 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,515 | 5,273 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,919 | 1,828 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,375 | $ 1,353 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 865 | $ 777 | $ 2,498 | $ 2,163 |
Computer Software, Intangible Asset [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized Computer Software, Amortization | $ 106 | $ 128 | $ 316 | $ 389 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 40,441 | $ 40,441 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (13,209) | (9,330) | |
Finite-Lived Intangible Assets, Net, Total | 27,232 | 31,111 | |
Intangible asset gross carrying amount | 165 | 165 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 165 | 165 | |
Intangible Assets, Gross (Excluding Goodwill) | 40,606 | 40,606 | |
Intangible assets accumulated amortization | (13,209) | (9,330) | |
Intangible Assets, Net (Excluding Goodwill) | 27,397 | 31,276 | |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross Carrying Amount | 7,553 | 7,553 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,895) | (1,292) | |
Finite-Lived Intangible Assets, Net, Total | 5,658 | 6,261 | |
Intangible asset gross carrying amount | 61 | 61 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 61 | 61 | |
Customer Lists [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset gross carrying amount | 104 | 104 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 104 | $ 104 | |
Minimum [Member] | Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 3 years | 3 years | |
Maximum [Member] | Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Lives (In Years) | 15 years | 15 years | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 19,264 | $ 19,264 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (3,951) | (2,732) | |
Finite-Lived Intangible Assets, Net, Total | $ 15,313 | $ 16,532 | |
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 | (1,728) | (1,661) | |
Finite-Lived Intangible Assets, Net, Total | $ 389 | $ 456 | |
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 | (5,075) | (3,172) | |
Finite-Lived Intangible Assets, Net, Total | $ 5,836 | $ 7,739 | |
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 | (388) | (331) | |
Finite-Lived Intangible Assets, Net, Total | $ 57 | ||
Noncompete Agreements [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 | $ (172) | (142) | |
Finite-Lived Intangible Assets, Net, Total | $ 66 | $ 36 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remaining) | $ 1,275 | |
2022 | 5,080 | |
2023 | 5,035 | |
2024 | 2,622 | |
2025 | 2,495 | |
2026 | 2,413 | |
Thereafter | 8,312 | |
Finite-Lived Intangible Assets, Net, Total | $ 27,232 | $ 31,111 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted amortization period for intangible assets | 9 years 2 months 12 days | |||
Amortization of Intangible Assets | $ 1,282 | $ 1,331 | $ 3,879 | $ 3,996 |
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted amortization period for intangible assets | 11 years 10 months 24 days | |||
Trademarks and Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted amortization period for intangible assets | 9 years 7 months 6 days | |||
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 | 4 years 3 months 18 days | |||
Favorable Contract Interest [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 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - Share-based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding at beginning of year | 3,624 |
Weighted-average Exercise Price, Outstanding at beginning of year | $ 5.85 |
Options, Granted | 120 |
Weighted-average Exercise Price, Granted | $ 7.77 |
Options, Exercised | (146) |
Weighted-average Exercise Price, Exercised | $ 5.59 |
Options, Forfeited or expired | (101) |
Weighted-average Exercise Price, Forfeited or expired | $ 6.23 |
Options, Outstanding at end of period | 3,497 |
Weighted-average Exercise Price, Outstanding at end of period | $ 5.92 |
Weighted-Average Remaining Contractual Terms, Outstanding | 7 years 6 months |
Aggregate Intrinsic Value, Ending | $ 4,018 |
Options, Exercisable at end of period | 1,290 |
Weighted-average Exercise Price, Exercisable at end of period | $ 5.65 |
Weighted-Average Remaining Contractual Terms, Exercisable | 6 years 1 month 6 days |
Aggregate Intrinsic Value, Exercisable | $ 1,801 |
SCHEDULE OF FAIR VALUE STOCK OP
SCHEDULE OF FAIR VALUE STOCK OPTION ASSUMPTIONS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 50.20% | 44.70% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years | 6 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.69% | 1.17% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share Price | $ 3.81 | $ 2.58 |
SCHEDULE OF NON-VESTED RESTRICT
SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance | shares | 806 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 5.54 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 450 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 7.63 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | (253) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 5.75 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (91) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | $ 6.55 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | shares | 912 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 6.41 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance | shares | 75 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 5.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | (34) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 5.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (4) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | $ 5.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | shares | 37 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 5.60 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 345 | $ 366 | $ 1,061 | $ 1,209 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 508 | 1,194 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 470 | 228 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 3,089 | $ 3,089 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 9 months 3 days | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | 533 | 593 | $ 1,908 | 1,641 |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 3,609 | $ 3,609 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | 51 | $ 33 | $ 152 | $ 228 |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 99 | $ 99 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 7 months 6 days |
SCHEDULE OF NET LOSS PER SHARE
SCHEDULE OF NET LOSS PER SHARE BASIC AND DILUTED (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net loss attributable to common stockholders | $ (4,541) | $ (2,633) | $ (2,983) | $ (1,749) | $ (3,766) | $ (4,549) | $ (10,157) | $ (10,064) |
Weighted-average common share outstanding - basic and diluted | 35,019 | 30,143 | 34,398 | 29,528 | ||||
Net loss attributable to common stockholders - basic and diluted | $ (0.13) | $ (0.06) | $ (0.30) | $ (0.34) |
NET LOSS PER SHARE (Details Nar
NET LOSS PER SHARE (Details Narrative) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,939 | 12,070 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Short-term bank debt | $ 360 | $ 280 |
Current maturities of long-term debt | 5,865 | 5,299 |
Long term debt - less current maturities | $ 19,025 | $ 23,179 |
SCHEDULE OF MATURITIES OF LONG
SCHEDULE OF MATURITIES OF LONG TERM DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 5,865 | |
2023 | 5,946 | |
2024 | 13,079 | |
Long term debt | 24,890 | |
Less: Current Portion | 5,865 | $ 5,299 |
Total | $ 19,025 | $ 23,179 |
SHORT-TERM BANK DEBT AND LONG_3
SHORT-TERM BANK DEBT AND LONG-TERM DEBT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 08, 2021 | Aug. 23, 2021 | |
Credit Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Proceeds from long term debt | $ 30,000,000 | |||||
Restricted deposit amount | $ 3,000,000 | 3,000,000 | ||||
Debt Issuance Costs, Net | 742,000 | 742,000 | ||||
Amortization of Debt Issuance Costs | 68,000 | 223,000 | ||||
Interest Expense, Debt | 268,000 | $ 371,000 | 821,000 | $ 1,114,000 | ||
Credit Agreement [Member] | Separate Reserve Funds [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Deposits | $ 3,000 | |||||
Credit Agreement [Member] | Two Loan Facilities [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | 30,000,000 | 30,000,000 | ||||
Credit Agreement [Member] | Term A Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | 20,000,000 | 20,000,000 | ||||
Credit Agreement [Member] | Term B Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | 10,000,000 | 10,000,000 | ||||
Credit Agreement [Member] | Revolving Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 10,000,000 | $ 10,000,000 | ||||
Debt term | five-year | |||||
Debt Instrument, Interest Rate Terms | 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 agreed to pay a 1% commitment fee on the unutilized and uncancelled availability under the Revolving Facility | |||||
Amended Credit Agreement [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||
Amended Credit Agreement [Member] | Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | |||||
Amended Credit Agreement [Member] | Term A Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.65% | |||||
Amended Credit Agreement [Member] | Term B Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 13,871 | $ 9,877 |
Accrued warranty | 906 | 705 |
Accrued compensation | 5,561 | 5,581 |
Government authorities | 2,874 | 3,047 |
Other current liabilities | 1,443 | 1,015 |
Accounts payable and accrued expenses | $ 24,655 | $ 20,225 |
SCHEDULE OF PRODUCT WARRANTY LI
SCHEDULE OF PRODUCT WARRANTY LIABILITY (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Accrued warranty reserve, beginning of year | $ 807 | $ 742 | ||
Accrual for product warranties issued | 864 | 639 | ||
Product replacements and other warranty expenditures | (305) | (565) | ||
Expiration of warranties | (280) | 19 | ||
Accrued warranty reserve, end of period | [1] | $ 1,086 | $ 835 | |
Other Noncurrent Liabilities [Member] | ||||
Product Warranty Accrual, Noncurrent | $ 180 | |||
[1] | Includes non-current accrued warranty included in other long-term liabilities at December 31, 2020 and September 30, 2021 of $ |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 | |
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 |
SCHEDULE OF ACCUMULATED OTHER C
SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||
Foreign currency translation adjustment, Balance at Beginning | $ 399 | $ 265 | ||
Accumulated other comprehensive income, Balance at Beginning | 399 | 265 | ||
Foreign currency translation adjustment, Net current period change | (423) | (1,942) | ||
Accumulated other comprehensive income, Net current period change | $ (92) | $ (22) | (423) | (1,942) |
Foreign currency translation adjustment, Balance at End | (24) | (1,677) | (24) | (1,677) |
Accumulated other comprehensive income, Balance at End | $ (24) | $ (1,677) | $ (24) | $ (1,677) |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 09, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Proceeds from offering price | $ 26,907 | $ 4,041 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Description | On June 9, 2021, we entered into a preferred stock redemption right agreement (the “Redemption Right Agreement”) with the Investors, pursuant to which we had the right to redeem 10 shares of Series A Preferred Stock at a price of $1,450 per share plus all accrued and unpaid dividends, to be paid in cash. The Company did not exercise its redemption right and the Redemption Right Agreement automatically terminated on October 1, 2021. | ||||
Undesignated [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 50,000 | ||||
Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 150,000 | ||||
Preferred stock, par value | $ 0.01 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock issued | 0 | 1,000 | |||
Preferred stock, shares authorized | 100,000 | ||||
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. | ||||
Preferred stock, liquidation price per share | $ 1,000 | ||||
Dividends paid | $ 3,085 | ||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 0 | ||||
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. | ||||
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”). | ||||
Series A Preferred Stock [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | ||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Dividend Rate, Percentage | 17.50% | ||||
Underwritten Agreement [Member] | Canaccord Genuity L L C [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock issued | 4,428,000 | ||||
Proceeds from offering price | $ 28,800 | ||||
Redemption Right Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
[custom:PreferredStockRedemptionShare-0] | 10 | ||||
Preferred Stock, Redemption Price Per Share | $ 1,450 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | $ (423) | $ (1,942) | ||
Long-term Debt [Member] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | $ (261) | 151 | ||
Selling, General and Administrative Expenses [Member] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | $ (345) | $ 296 | $ (139) | $ 155 |
SCHEDULE OF REVENUES AND LONG L
SCHEDULE OF REVENUES AND LONG LIVED ASSETS BY GEOGRAPHICAL REGION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total Revenue | $ 29,246 | $ 27,602 | $ 91,785 | $ 84,166 | |
Long lived assets | 8,852 | 8,852 | $ 8,804 | ||
UNITED STATES | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total Revenue | 10,976 | 10,142 | 36,186 | 34,095 | |
Long lived assets | 1,181 | 1,181 | 1,425 | ||
ISRAEL | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total Revenue | 10,655 | 10,124 | 33,343 | 28,999 | |
Long lived assets | 3,455 | 3,455 | 3,282 | ||
Other [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total Revenue | 7,615 | $ 7,336 | 22,256 | $ 21,072 | |
Long lived assets | $ 4,216 | $ 4,216 | $ 4,097 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 11.90% | 21.60% |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases | ||||
Short term lease cost | $ 117 | $ 92 | $ 472 | $ 385 |
SCHEDULE OF CASH FLOW INFORMATI
SCHEDULE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITY OF OPERATING LEASES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases | ||
Right-of-use assets obtained in exchange for lease obligations | $ 2,341 | $ 2,485 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE (Details) | Sep. 30, 2021 |
Leases | |
Weighted-average remaining lease term (in years) | 3 years 7 months 6 days |
Weighted-average discount rate | 4.50% |
SCHEDULED MATURITIES OF OPERATI
SCHEDULED MATURITIES OF OPERATING LEASE LIABILITIES (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases | |
October - December 2021 | $ 803 |
2022 | 2,765 |
2023 | 2,462 |
2024 | 1,848 |
2025 | 1,732 |
Thereafter | 1,627 |
Total lease payments | 11,237 |
Less: Imputed interest | (1,199) |
Present value of lease liabilities | $ 10,038 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 | |
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 |
SCHEDULE OF FAIR VALUE OF FINAN
SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Inputs, Level 2 [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long term debt, carrying amount | $ 24,890 |
Long term debt, fair value | $ 24,890 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Aug. 14, 2018 | Jun. 30, 2021 | Aug. 31, 2014 |
Operating Loss Carryforwards [Line Items] | |||
Remaining claim | $ 189 | ||
Brasil Commercial Ltda [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Loss contingency damages sought value | $ 10,585 | ||
Short-term Bank Debt [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income Tax Examination, Penalties and Interest Expense | $ 1,174,000 | ||
Brazilian ICMS Tax [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income Tax Examination, Interest Expense | 195,000 | ||
Income Tax Examination, Penalties Expense | $ 979,000 |