Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | DOCUMENT SECURITY SYSTEMS INC | |
Entity Central Index Key | 771,999 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 16,599,237 | |
Trading Symbol | DSS | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 3,728,086 | $ 4,188,623 |
Restricted cash | 555,831 | 256,005 |
Accounts receivable, net of $50,000 allowance for doubtful accounts | 1,999,595 | 2,025,284 |
Inventory | 1,599,547 | 1,651,246 |
Prepaid expenses and other current assets | 247,996 | 261,324 |
Total current assets | 8,131,055 | 8,382,482 |
Property, plant and equipment, net | 4,762,554 | 4,805,640 |
Investment | 484,930 | 484,930 |
Other assets | 83,376 | 83,376 |
Goodwill | 2,453,597 | 2,453,597 |
Other intangible assets, net | 1,066,888 | 1,220,752 |
Total assets | 16,982,400 | 17,430,777 |
Current liabilities: | ||
Accounts payable | 917,451 | 728,652 |
Accrued expenses and deferred revenue | 1,004,025 | 1,105,718 |
Other current liabilities | 2,933,591 | 2,953,629 |
Short-term debt | 3,714,129 | 3,645,760 |
Current portion of long-term debt, net | 806,202 | 966,506 |
Total current liabilities | 9,375,398 | 9,400,265 |
Long-term debt, net | 1,659,291 | 1,734,171 |
Other long-term liabilities | 1,137,821 | 1,384,500 |
Deferred tax liability, net | 125,982 | 125,982 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Common stock, $.02 par value; 200,000,000 shares authorized, 16,599,327 shares issued and outstanding (16,599,327 on December 31, 2017) | 331,987 | 331,987 |
Additional paid-in capital | 106,622,960 | 106,633,708 |
Subscription receivable | (300,000) | |
Accumulated other comprehensive loss | (8,180) | (23,069) |
Accumulated deficit | (102,262,859) | (101,856,767) |
Total stockholders’ equity | 4,683,908 | 4,785,859 |
Total liabilities and stockholders’ equity | $ 16,982,400 | $ 17,430,777 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 50,000 | $ 50,000 |
Common stock, par value | $ 0.02 | $ .02 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 16,599,327 | 16,599,327 |
Common stock, shares outstanding | 16,599,327 | 16,599,327 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue: | ||
Printed products | $ 3,923,279 | $ 4,403,058 |
Technology sales, services and licensing | 454,275 | 367,533 |
Total revenue | 4,377,554 | 4,770,591 |
Costs and expenses: | ||
Cost of revenue, exclusive of depreciation and amortization | 2,581,615 | 2,788,350 |
Selling, general and administrative (including stock based compensation) | 1,782,568 | 1,725,881 |
Depreciation and amortization | 345,667 | 342,774 |
Total costs and expenses | 4,709,850 | 4,857,005 |
Operating loss | (332,296) | (86,414) |
Other income (expense): | ||
Interest income | 3,074 | |
Interest expense | (49,138) | (57,600) |
Amortized debt discount | (27,731) | (35,288) |
Loss before income taxes | (406,091) | (179,302) |
Income tax expense | 4,737 | |
Net loss | (406,091) | (184,039) |
Other comprehensive loss: | ||
Interest rate swap gain | 14,889 | 6,899 |
Comprehensive loss: | $ (391,202) | $ (177,140) |
Loss per common share: | ||
Basic and diluted | $ (0.02) | $ (0.01) |
Shares used in computing loss per common share: | ||
Basic and diluted | 16,599,327 | 13,624,522 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (406,091) | $ (184,039) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 345,667 | 342,774 |
Stock based compensation | 1,251 | 133,807 |
Paid in-kind interest | 12,000 | 18,000 |
Change in deferred tax provision | 4,737 | |
Amortization of deferred financing costs | 27,731 | 35,288 |
Decrease (increase) in assets: | ||
Accounts receivable | 25,689 | (133,989) |
Inventory | 51,699 | 2,854 |
Prepaid expenses and other current assets | 13,329 | (27,076) |
Increase (decrease) in liabilities: | ||
Accounts payable | 188,795 | (419,482) |
Accrued expenses | (103,928) | (259,678) |
Other liabilities | (249,594) | |
Net cash used by operating activities | (93,452) | (486,804) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (132,937) | (66,206) |
Purchase of intangible assets | (15,780) | (4,949) |
Net cash used by investing activities | (148,717) | (71,155) |
Cash flows from financing activities: | ||
Payments of long-term debt | (206,542) | (203,647) |
Subscription receivable | 288,000 | |
Net cash from (used by) financing activities | 81,458 | (203,647) |
Net decrease in cash | (160,711) | (761,606) |
Cash and restricted cash at beginning of period | 4,188,623 | 6,049,347 |
Cash and restricted cash at end of period | $ 3,728,086 | $ 5,287,741 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Document Security Systems, Inc. (the “Company”), through two of its subsidiaries, Premier Packaging Corporation and Plastic Printing Professionals, Inc., which operates under the assumed name of DSS Plastics Group, operates in the security and commercial printing, packaging and plastic ID markets. The Company develops, markets, manufactures and sells paper and plastic products designed to protect valuable information from unauthorized scanning, copying, and digital imaging. The Company’s subsidiary, DSS Digital Inc., which operates under the assumed name of DSS Digital Group, develops, markets and sells digital product authentication solutions and digital information services. The Company and it’s subsidiary, DSS Technology Management, Inc., also acquires intellectual property (“IP”) assets for the purpose of monetizing these assets through a variety of value-enhancing initiatives, including, but not limited to, investments in the development and commercialization of patented technologies, licensing, strategic partnerships and commercial litigation. In addition, in 2018, the Company commenced international operations with its wholly owned subsidiary, DSS International Inc., in its Hong Kong office. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8.03 of Regulation S-X for smaller reporting companies. Accordingly, these statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying balance sheets and related interim statements of operations and comprehensive loss and cash flows include all adjustments considered necessary for their fair presentation in accordance with U.S. GAAP. All significant intercompany transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results expected for the full year. For further information regarding the Company’s accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2017. Principles of Consolidation - Use of Estimates - Restricted Cash March 31, 2018 December 31, 2017 Cash $ 3,728,086 $ 4,188,623 Restricted Cash 555,831 256,005 Total $ 4,283,917 $ 4,444,628 Investment Fair Value of Financial Instruments ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the balance sheet of cash, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of revolving credit lines, promissory notes and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. Derivative instruments, as discussed below, are recorded as assets and liabilities at estimated fair value based on available market information. Derivative Instruments - As of March 31, 2018, the Company has an interest rate swap agreement for its debt with RBS Citizens, N.A. (“Citizens Bank”) (see Note 6) which changes a variable rate into a fixed rate on a term loan as follows: Notional Variable Fixed Maturity Amount Amount Cost Date $ 902,939 4.82 % 5.87 % August 30, 2021 Impairment of Long Lived Assets and Goodwill Contingent Legal Expenses - Earnings Per Common Share As of March 31, 2018 and 2017, there were 3,111,527 and 3,668,127 respectively, of common stock share equivalents potentially issuable by the Company pursuant to existing options, warrants, and restricted stock agreements, that could potentially dilute basic earnings per share in the future. These shares are excluded from the calculation of diluted earnings per share in periods in which the Company had a net loss because their inclusion would be anti-dilutive to the Company’s losses in the respective periods. Concentration of Credit Risk - During the three months ended March 31, 2018, two customers accounted for 24% and 15%, respectively, of the Company’s consolidated revenue and accounted for 27% and 3%, respectively, of the Company’s accounts receivable balance as of March 31, 2018. During the three months ended March 31, 2017, these two customers accounted for 31% and 12%, respectively, of the Company’s consolidated revenue and accounted for 20% and 12%, respectively, of the Company’s accounts receivable balance as of March 31, 2017. The risk with respect to accounts receivables is mitigated by credit evaluations the Company performs on its customers, the short duration of its payment terms for most of its customer contracts and by the diversification of its customer base. Reclassifications Recently Adopted Accounting Pronouncements . In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. Entities will no longer be able to use the cost method of accounting for equity securities. However, for equity investments without readily determinable fair values, entities may elect a measurement alternative that will allow those investments to be recorded at cost, less impairment, and adjusted for subsequent observable price changes. Upon adoption, entities must record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the standard is adopted. The guidance on equity securities without readily determinable fair values will be applied prospectively to all equity investments that exist as of the date of the adoption of the standard. The pronouncement also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. The Company adopted this new accounting standard during the three months ended March 31, 2018. ASU 2016-01 did not have a material impact on the Company’s Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”, which clarifies the treatment of several types of cash receipts and payments for which there was diversity in practice. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company adopted this standard during the three months ended March 31, 2018. The adoption did not have a material impact on the Company’s Consolidated Financial Statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows”, regarding the presentation of restricted cash on the statement of cash flows. The standards update requires that the reconciliation of the beginning and end of period cash amounts shown in the statement of cash flows include restricted cash. When restricted cash is presented separately from cash and cash equivalents on the balance sheet, a reconciliation is required between the amounts presented on the statement of cash flows and the balance sheet. Also, the new guidance requires the disclosure of information about the nature of the restrictions. The Company adopted the standard as of January 1, 2018 on a retrospective basis, wherein the statement of cash flow of each period presented was adjusted to reflect the effects of applying the new guidance. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting”, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted, including in an interim period. ASU 2017-09 is to be applied on a prospective basis to an award modified on or after the adoption date. The Company adopted this standard during the quarter ended March 31, 2018. The new accounting standard did not have a material impact on the Company’s Consolidated Financial Statements. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company has elected not to adopt this standard in advance of its required effective date. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment”, which eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. The annual assessment of goodwill impairment will be determined by using the difference between the carrying amount and the fair value of the reporting unit. The standards update are effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently assessing the impact that adopting this new accounting standard will have on its Consolidated Financial Statements. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years beginning after June 15, 2018. The Company is currently assessing the impact that adopting this new accounting standard will have on its Consolidated Financial Statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. Revenue Effective January 1, 2018, the Company adopted Topic 606 using the modified retrospective approach and applied the guidance to those contracts which were not completed as of January 1, 2018. Adoption of Topic 606 did not impact the timing of revenue recognition in the Company’s Consolidated Financial Statements for the current or prior interim or annual periods. Accordingly, no adjustments have been made to opening retained earnings or prior period amounts. Revenue Recognition The Company sells printed products including packaging printing and fabrication, commercial and security printing and plastic cards and badges, including cards and badges integrated with technology such as RFID and smart chips. The Company also provides information technology services and digital authentication products and services to its customers. The Company recognizes its products and services revenue based on when the title passes to the customer or when the service is completed and accepted by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided. Sales and other taxes billed and collected from customers are excluded from revenue. Customers, including distributors, do not have a general right of return. The Company also derives revenue from royalties from third parties which are typically based on licensees’ net sales of products that utilize the Company’s technology, or on a per item usage of the technology on the customers’ printed products. The Company recognizes license revenue at the time it is reported by the licensee. From time to time, the Company generates license revenues through litigation settlements. For these, the Company recognizes revenue upon the execution of the agreement, when collectability is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met. As of March 31, 2018, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one year or less. Accounts Receivable The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally do not require collateral. Payment terms are generally 30 days but up to net 60 for certain customers. Trade accounts receivable are recorded at their invoiced amounts, net of allowance for doubtful accounts. The Company evaluates the adequacy of its allowance for doubtful accounts quarterly. Accounts outstanding for longer than contractual payment terms are considered past due and are reviewed for collectability. Receivable balances are written off when collection is deemed unlikely. Sales Commissions Sales commissions are expensed as incurred for contracts with an expected duration of one year or less. There were no sales commissions capitalized as of March 31, 2018. Shipping and Handling Costs Costs incurred by the Company related to shipping and handling are included in cost of products sold. Amounts charged to customers pertaining to these costs are reflected as revenue. See Note 11 for disaggregated revenue information. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consisted of the following: Inventory March 31, 2018 December 31, 2017 Finished Goods $ 1,135,458 $ 965,757 WIP 176,624 383,270 Raw Materials 287,465 302,219 $ 1,599,547 $ 1,651,246 |
Related Party Investment
Related Party Investment | 3 Months Ended |
Mar. 31, 2018 | |
Investments Schedule [Abstract] | |
Related Party Investment | 4. Related Party Investment On September 12, 2017, the Company and Hengfai Business Development Pte Ltd. (“HBD”) entered into a Securities Exchange Agreement whereby the Company agreed to issue and sell to HBD 683,000 shares of its common stock, which had a market value on that date of $484,930, in exchange for 21,196,552 ordinary shares and an existing three-year warrant to purchase up to 105,982,759 of ordinary shares at an exercise price of SGD$0.040 (US$0.0298) per share of Singapore eDevelopment Limited (“SED”), a company incorporated in Singapore and publicly-listed on the Singapore Exchange Limited. The SED shares and warrants were owned by HBD. One of the directors of the Company, Mr. Heng Fai Ambrose Chan, who also serves as the Chief Executive Officer of the Company’s subsidiary, DSS International Inc., is a related party to each of HBD and SED. The shares and warrants are restricted for two years after the agreement date. At the time of the investment, the cost of the investment was determined to be the fair value of the Company’s common stock issued in the transaction, which was determined to have the most readily determinable fair value. As of December 31, 2107, the Company performed its annual assessment of impairment for the SED shares and warrant. In making this assessment, the Company determined, that the SED shares trade on the Singapore Stock Exchange and had a market value of $900,112 and the warrant had an aggregate intrinsic value of approximately $1,343,000 based on a share price of SGD $0.057 (US$ 0.042) as of December 31, 2017. However, the Company determined that these values did not represent a readily determinable fair value due to a potential lack of liquidity of the SED shares and warrants due to a low average trading volume of the SED shares and the effect of the time restriction on the ability of the Company to sell the shares until September 17, 2019. In 2018, the Company adopted ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” In accordance with ASU No. 2016-01, the Company noted that the SED share price had changed but such change, evaluated under the practicability election of ASU 2016-01, did not affect the Company’s determination that this observable price change would cause the Company to change its determination that the investment cost was the most readily determinable fair value or that such price change was an indicator of impairment. As of March 31, 2018, the SED shares had a market value of $763,040 and the warrant had an aggregate intrinsic value of approximately $705,845 based on a share price of SGD $0.049 (US$ 0.036). |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets are comprised of the following: March 31, 2018 December 31, 2017 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired intangibles - customer lists and non-compete agreements 5-10 years 1,997,300 1,832,275 165,025 1,997,300 1,810,750 186,550 Acquired intangibles - patents and patent rights Varied (1) 3,155,000 2,731,736 423,264 3,155,000 2,603,942 551,058 Patent application costs Varied (2) 1,163,797 685,198 478,599 1,148,017 664,873 483,144 $ 6,316,097 $ 5,249,209 $ 1,066,888 $ 6,300,317 $ 5,079,565 $ 1,220,752 (1) Acquired patents and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2018, the weighted average remaining useful life of these assets in service was approximately 1.47 years. (2) Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2018, the weighted average remaining useful life of these assets in service was approximately 7.3 years. Intangible asset amortization expense for the three months ended March 31, 2018 amounted to $169,644 ($170,019 - March 31, 2017). |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt | 6. Short-Term and Long-Term Debt Revolving Credit Lines On July 26, 2017, Premier Packaging entered into a Loan Agreement and accompanying Term Note Non-Revolving Line of Credit Agreement with Citizens pursuant to which Citizens agrees to lend up to $1,200,000 for the purpose of enabling Premier Packaging to purchase equipment from time to time that it may need for use in its business. As of March 31, 2018 and December 31, 2017, the revolving line had a balance of $0. On December 1, 2017, the Company’s subsidiary Plastic Printing Professionals entered into a Loan Agreement and accompanying Term Note Non-Revolving Line of Credit Agreement with Citizens pursuant to which Citizens agreed to lend up to $800,000 for the purpose of enabling Plastic Printing Professionals to purchase equipment from time to time that it may need for use in its business. Advances may be made under this Equipment Acquisition Line of Credit, from time to time, from December 1, 2017 until December 1, 2018. The aggregate principal balance outstanding under the Equipment Acquisition Line of Credit bears interest at 2% above the LIBOR Advantage Rate (as defined in the agreement) (3.44% at March 31, 2018) until converted. Effective on conversion, the interest rate payable on the aggregate principal balance outstanding shall be adjusted to a fixed rate equal to 2% above Citizens’ cost of funds as determined by Citizens. Prior to conversion, interest on the outstanding principal is payable in arrears monthly. After conversion, the aggregate principal balance may be repaid in (i) up to 84 installments comprised of principal and interest for new equipment or (ii) up to 60 installments comprised of principal and interest for used equipment. An initial advance was made under the Equipment Acquisition Line of Credit on December 1, 2017, in the amount of $522,000, to fund the purchase of a used 6-color commercial press. As of March 31, 2018, the balance of the equipment line was $522,000 ($522,000 at December 31, 2017). Long-Term Debt Term Loan Debt On April 28, 2015, Premier Packaging entered into a term note with Citizens for $525,000, repayable over a 60-month period. The loan bears interest at 3.62% and is payable in equal monthly installments of $9,591 until April 28, 2020. Premier Packaging used the proceeds of the term note to acquire a HP Indigo 7800 Digital press. The loan is secured by the printing press. As of March 31, 2018, the loan had a balance of $230,480 ($257,007 at December 31, 2017). Promissory Notes - On December 6, 2013, Premier Packaging entered into a Construction to Permanent Loan with Citizens Bank for up to $450,000 that was converted into a promissory note upon the completion and acceptance of building improvements to the Company’s packaging plant in Victor, New York. In May 2014, the Company converted the loan into a $450,000 note payable in monthly installments over a 5-year period of $2,500 plus interest calculated at a variable rate of 1 Month LIBOR plus 3.15% (4.82% at March 31, 2018), which payments commenced on July 1, 2014. The note matures in July 2019 at which time a balloon payment of the remaining principal balance of $300,000 is due. As of March 31, 2018, the note had a balance of $337,500 ($345,000 – December 31, 2017). The Citizens credit facilities to each of the Company’s subsidiaries, Premier Packaging and Plastic Printing Professionals, contain various covenants including fixed charge coverage ratio, tangible net worth and current ratio covenants. For the year ended December 31, 2017, both Premier Packaging and Plastic Printing Professionals were in compliance with the annual covenants. Other Debt On March 27, 2014, DSSTM received an additional $1,000,000 under the Agreement comprised of a promissory note for $900,000 and fixed and contingent equity interests of $100,000. On September 5, 2014, DSSTM received the remaining $1,500,000 under the Agreement comprised of a promissory note for $1,350,000 and fixed and contingent return interests of $150,000. On May 23, 2016, DSSTM remitted $495,000 in proceeds received from the sale of patent assets (Note 5) to Fortress under the terms of the Agreement. On September 20, 2016, DSSTM remitted $125,250 in proceeds received from a settlement to Fortress as repayment of the note principal balance under the terms of the Agreement. The Agreement defines certain events as Events of Default, one of which is the failure by DSSTM, on or before the second anniversary of the Effective Date, to make payments to the Investors equal to the outstanding Advances. On February 13, 2016, being the second anniversary date of the Effective Date, DSSTM had failed to make these payments and was therefore in default of the Agreement. On December 2, 2016, the parties entered into a First Amendment to Investment Agreement and Certain Other Documents (the “Amendment”). The purpose of the Amendment was to vacate DSSTM’s ongoing non-payment default under the Agreement, and to amend certain provisions of the Agreement. The Agreement was amended to add expenses in the amount of $150,000 to DSSTM’s payment obligation, payable on the Maturity Date. This amount was recorded as debt issuance costs and is being amortized on a straight-line basis through the amended maturity date of February 13, 2018. The Amendment added a provision whereby DSSTM is required to deposit $300,000 on or before March 2, 2017 and (ii) a further sum of $300,000 on or before March 2, 2018, into a deposit account (collectively, the “Deposit”). The March 2, 2017 and March 2, 2018 deposits were made in a timely manner. The Deposit funds will be restricted to pay certain expenses, consisting of out-of-pocket expenses incurred in connection with certain existing patent litigation matters and other patent litigation matters which may occur after the Amendment Effective Date (the “Qualified Expenses”). In the Event of Default, the Investors may apply the then remaining Deposit to the then outstanding Obligations, if any. Additionally per the Amendment, DSSTM agrees to pay to the Investors an amount equal to 25% of any amounts received by DSSTM for any and all types of monetization activities related to certain of its patents covering systems and methods of using low power wireless peripheral devices (collectively, “BlueTooth Patents”), but only until the Investors have received payments under the Agreement totaling the sum of (i) the Capitalized Expenses plus (ii) payments of principal and interest on the Notes totaling the sum of (x) $4,500,000 (consisting of the previously made Advances) plus (y) additional amounts, if any, advanced by the Investors pursuant to the Agreement. In addition to the monetization interest granted the Investors in the BlueTooth Patents, DSSTM also granted the Collateral Agent and the Investors a security interest in certain of DSSTM’s unencumbered semiconductor patents to further collateralize the amounts owed under the Agreement. As of February 13, 2018, DSSTM has made aggregate principal payments of $794,283 on the notes. On February 13, 2018, the Maturity Date, DSS Technology Management defaulted by failing to pay the investors an amount equal to (x) two times the aggregate amount of all advances made by the investors as of such date plus (y) the Capitalized Expenses. The sole recourse available to the investors under the agreement is the establishment of a special purpose entity controlled by the investors which would take ownership of the collateral consisting of the patents covered under the agreement, as amended. Each of the investors and the collateral agent have contractually agreed that they will not, individually or collectively, seek to enforce any monetary judgment with respect to or against any assets of the Company other than the patents and the monetization payments and the remaining deposit. As of the date of this Report, the Investors have not processed the transfer of ownership of the patents nor have they sought any alternative arrangement with the Company. Upon transfer of the patents, or upon other resolution of the matter, such amounts will be reversed from other liabilities and recorded as other income by the Company. As of March 31, 2018, $3,714,129 is recorded as a short-term debt under the arrangement, which includes $293,500 of accrued interest, less unamortized debt issuance costs of $16,720. In addition, as of March 31, 2018, $459,000 of fixed and contingent equity interests is recorded in other short-term liabilities. |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 7. Other Liabilities On November 14, 2016, the Company entered into a Proceeds Investment Agreement (the “Agreement”) with Brickell Key Investments LP (“BKI”). Pursuant to the Agreement, BKI financed an aggregate of $13,500,000 in a patent purchase and monetization program to be implemented and managed by the Company (the “Financing”). Pursuant to the Agreement. $3,000,000 of the Financing was used to cover the Company’s purchase of a portfolio of U.S. and foreign LED patents and a license from Intellectual Discovery Co., Ltd., a Korean company (collectively, the “LED Patent Portfolio”), resulting in a basis in these assets of $0. A total of $6,000,000 of the Financing was directed by BKI to attorneys to cover anticipated attorneys’ fees and out-of-pocket expenses for legal proceedings that may transpire relating to enforcement of the LED Patent Portfolio. This amount is not included in the Company’s financial statements as the Company has no control over these funds, which are segregated and escrowed in the attorneys’ trust account. In addition, on November 14, 2016, the Company received $4,500,000 of the Financing, which was required to be used by the Company to pay for the defense of Inter Partes Review Inter Partes Review Inter Partes Review Inter Partes Review On July 8, 2013, the Company’s subsidiary, DSSTM , purchased two patents for $500,000 covering certain methods and processes related to Bluetooth devices. In conjunction with the patent purchases, DSSTM entered into a Proceed Right Agreement with certain investors pursuant to which DSSTM initially received $250,000 of a total of $750,000 which it will ultimately receive thereunder, subject to certain payment milestones, in exchange for 40% of the proceeds which it receives, if any, from the use, sale or licensing of the two patents. As of March 31, 2018, the Company had received an aggregate of $650,000 ($650,000 in 2017) from the investors pursuant to the agreement of which approximately $432,000 was in current liabilities in the consolidated balance sheets ($432,000 as of December 31, 2017). The Company will reduce the liability as it pays legal and other expenses related to its litigation involving the Bluetooth patents, for which the amount is available to be used for 50% of all such expenses. As described in Note 5, On February 13, 2014, DSSTM entered into an Investment Agreement with Fortress. Pursuant to this agreement, an aggregate of $459,000 of fixed and contingent equity interests received are recorded in current liabilities. The liabilities under the Agreement matured on February 13, 2018. Per the Agreement, the Investors have the right to take ownership of the Patents as settlement of the liabilities upon maturity. As of the date of this Report, the Investors have not processed the transfer of ownership of the patents, nor have they attempted to reach any alternative arrangement with the Company. Upon transfer of the patents or upon reaching an alternative arrangement resolving the matter, such amounts will be reversed from other liabilities and recorded as other income by the Company. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies On November 26, 2013, DSSTM filed suit against Apple, Inc. (“Apple”) in the United States District Court for the Eastern District of Texas, for patent infringement (the “Apple Litigation”). The complaint alleges infringement by Apple of DSSTM’s patents that relate to systems and methods of using low power wireless peripheral devices. DSSTM is seeking a judgment for infringement, injunctive relief, and compensatory damages from Apple. On October 28, 2014, the case was stayed by the District Court pending a determination of Apple’s motion to transfer the case to the Northern District of California. On November 7, 2014, Apple’s motion to transfer the case to the Northern District of California was granted. On December 30, 2014, Apple filed two Inter Partes Review (“IPR”) petitions with the Patent Trial and Appeal Board (“PTAB”) for review of the patents at issue in the case. The PTAB instituted the IPRs on June 25, 2015. The California District Court then stayed the case pending the outcome of those IPR proceedings. Oral arguments of the IPRs took place on March 15, 2016, and on June 17, 2016, PTAB ruled in favor of Apple on both IPR petitions. DSSTM then filed an appeal with the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”) seeking reversal of the PTAB decisions. Oral arguments for the appeal were held on August 9, 2017. On March 23, 2018, the Federal Circuit reversed the PTAB, finding that the PTAB erred when it found the claims of U.S. Patent No. 6,128,290 to be unpatentable. DSSTM is now seeking to have the federal trial court lift the current stay and resume the litigation. The patent assets underlying this matter had no carrying value as of the date of the PTAB decision and therefore, there were no impairment considerations as a result of the decision. On February 16, 2015, DSSTM filed suit in the United States District Court, Eastern District of Texas, against defendants Intel Corporation, Dell, Inc., GameStop Corp., Conn’s Inc., Conn Appliances, Inc., NEC Corporation of America, Wal-Mart Stores, Inc., Wal-Mart Stores Texas, LLC, and AT&T, Inc. The complaint alleges patent infringement and seeks judgment for infringement of two of DSSTM’s patents, injunctive relief and money damages. On December 9, 2015, Intel filed IPR petitions with PTAB for review of the patents at issue in the case. Intel’s IPRs were instituted by PTAB on June 8, 2016. On June 1, 2017, the PTAB ruled in favor of Intel for all the challenged claims. On July 28, 2017, DSSTM filed a notice of appeal of the PTAB’s decision relating to U.S. Patent 6,784,552 with the Federal Circuit. The Intel litigation has been stayed by the District Court pending final determination of the IPR proceedings. On July 16, 2015, DSSTM filed three separate lawsuits in the United States District Court for the Eastern District of Texas alleging infringement of certain of its semiconductor patents. The defendants are SK Hynix et al., Samsung Electronics et al., and Qualcomm Incorporated. Each respective complaint alleges patent infringement and seeks judgment for infringement, injunctive relief and money damages. On November 12, 2015, SK Hynix filed an IPR petition with PTAB for review of the patent at issue in their case. SK Hynix’s IPR was instituted by the PTAB on May 11, 2016. On August 16, 2016, DSSTM and SK Hynix entered into a confidential settlement agreement ending the litigation between them. The pending SK Hynix IPR was then terminated by mutual agreement of the parties on August 31, 2016. On March 18, 2016, Samsung also filed an IPR petition, which was instituted by the PTAB. On September 20, 2017, PTAB ruled in favor of Samsung for all the challenged claims relating to U.S. Patent 6,784,552. DSSTM then appealed this PTAB ruling to the Federal Circuit on November 17, 2017. The Federal Circuit joined this appeal with the Intel appeal effective on December 7, 2017. The appeal is still pending as of the date of this Report. Qualcomm filed its IPR proceeding on July 1, 2016, which was then later joined with Intel’s IPRs in August 2016 by PTAB. On June 1, 2017, the PTAB ruled in favor of Intel/Qualcomm for all the challenged claims. On July 28, 2017, DSSTM filed a notice of appeal of the PTAB’s decision relating to U.S. Patent 6,784,552 with the Federal Circuit. As indicated above, this joint appeal is still pending as of the date of this Report. On April 13, 2017, the Company filed a patent infringement lawsuit against Seoul Semiconductor Co., Ltd. and Seoul Semiconductor, Inc. (collectively, “Seoul Semiconductor”) in the United States District Court for the Eastern District of Texas, alleging infringement of certain of the Company’s Light-Emitting Diode (“LED”) patents. The Company is seeking a judgement for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. On June 7, 2017, the Company refiled its patent infringement complaint against Seoul Semiconductor in the United States District Court for the Central District of California, Southern Division. The case is currently pending. On December 3, 2017, Seoul Semiconductor filed an IPR challenging the validity of certain claims of U.S. Patent No. 6,949,771. On December 21, 2017, Seoul Semiconductor filed an IPR challenging the validity of certain claims of U.S. Patent No. 7,256,486. On January 25, 2018, Seoul Semiconductor filed an IPR challenging the validity of certain claims of U.S. Patent No. 7,524,087. These challenged patents are the patents that are the subject matter of the infringement lawsuit which is still pending as of the date of this Report. On April 13, 2017, the Company filed a patent infringement lawsuit against Everlight Electronics Co., Ltd. and Everlight Americas, Inc. (collectively, “Everlight”) in the United States District Court for the Eastern District of Texas, alleging infringement of certain of the Company’s LED patents. The Company is seeking a judgement for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. On June 8, 2017, the Company refiled its patent infringement complaint against Everlight in the United States District Court for the Central District of California. The case is currently pending as of the date of this Report. On April 13, 2017, the Company filed a patent infringement lawsuit against Cree, Inc. (“Cree” ) in the United States District Court for the Eastern District of Texas, alleging infringement of certain of the Company’s LED patents. The Company is seeking a judgement for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. On June 8, 2017, the Company refiled its patent infringement complaint against Cree in the United States District Court for the Central District of California, and thereafter filed a first amended complaint for patent infringement against Cree in that same court on July 14, 2017. The case is currently pending as of the date of this Report. On July 13, 2017, the Company filed a patent infringement lawsuit against Osram GMBH, Osram OPTO Semiconductors GMBH & Co., and Osram Sylvania Inc. (collectively, “Osram”) in the United States District Court for the Central District of California, alleging infringement of certain of the Company’s LED patents. DSS is seeking a judgment for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. On February 21, 2018, the Company and Osram executed a confidential settlement agreement ending the litigation between them. On August 15, 2017, the Company filed a patent infringement lawsuit against Lite-On, Inc., and Lite-On Technology Corporation in the United States District Court for the Central District of California, alleging infringement of certain of the Company’s LED patents. The Company is seeking a judgement for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. The case is currently pending as of the date of this Report. On December 7, 2017, the Company filed a patent infringement lawsuit against Nichia Corporation and Nichia America Corporation in the United States District Court for the Central District of California, alleging infringement of certain of the Company’s LED patents. The Company is seeking a judgement for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. The case is currently pending as of the date of this Report. In addition to the foregoing, we may become subject to other legal proceedings that arise in the ordinary course of business and have not been finally adjudicated. Adverse decisions in any of the foregoing may have a material adverse effect on our results of operations, cash flows or our financial condition. The Company accrues for potential litigation losses when a loss is probable and estimable. Contingent Litigation Payments Contingent Payments |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Sales of Equity - Stock-Based Payments and Compensation - |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 10. Supplemental Cash Flow Information The following table summarizes supplemental cash flows for the three-month periods ended March 31, 2018 and March 31, 2017: 2018 2017 Cash paid for interest $ 37,000 $ 44,000 Non-cash investing and financing activities: Gain from change in fair value of interest rate swap derivatives $ 15,000 $ 7,000 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information The Company’s businesses are organized, managed and internally reported as five operating segments. Two of these operating segments, Packaging and Printing, and Plastics are engaged in the printing and production of paper, cardboard and plastic documents with a wide range of features, including the Company’s patented technologies and trade secrets designed for the protection of documents against unauthorized duplication and altering. The three other operating segments, DSS Digital Group, DSS Technology Management, and DSS International, which was added in 2018, are engaged in various aspects of developing, acquiring, selling and licensing technology assets and are grouped into one reportable segment called Technology. Approximate information concerning the Company’s operations by reportable segment for the three months ended March 31, 2018 and 2017 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein. Three Month Ended March 31, 2018 Packaging and Printing Plastics Technology Corporate Total Revenue $ 2,918,000 1,005,000 454,000 - $ 4,377,000 Depreciation and amortization 167,000 30,000 149,000 - 346,000 Interest expense 23,000 6,000 12,000 8,000 49,000 Amortized Debt Discount 1,000 - 21,000 6,000 28,000 Stock based compensation - - 1,000 - 1,000 Net Income (loss) 247,000 79,000 (497,000 ) (235,000 ) (406,000 ) Identifiable assets 9,422,000 2,979,000 2,163,000 2,418,000 16,982,000 Three Month Ended March 31, 2017 Packaging and Printing Plastics Technology Corporate Total Revenue $ 3,246,000 1,157,000 368,000 - $ 4,771,000 Depreciation and amortization 159,000 30,000 153,000 1,000 343,000 Interest Expense 28,000 - 14,000 16,000 58,000 Amortized Debt Discount - - 35,000 - 35,000 Stock based compensation - - 24,000 110,000 134,000 Income tax benefit - - - 5,000 5,000 Net Income (loss) 392,000 163,000 (310,000 ) (429,000 ) (184,000 ) Identifiable assets 9,331,000 2,339,000 1,998,000 3,923,000 17,591,000 The following tables disaggregate our business segment revenues by major source. Printed Products Revenue Information: Total Three months ended March 31, 2018 Packaging Printing and Fabrication $ 2,610,000 Commercial and Security Printing 308,000 Technology Integrated Plastic Cards and Badges 252,000 Plastic Cards, Badges and Accessories 753,000 Total Printed Products $ 3,923,000 Three months ended March 31, 2017 Packaging Printing and Fabrication $ 2,920,000 Commercial and Security Printing 326,000 Technology Integrated Plastic Cards and Badges 282,000 Plastic Cards, Badges and Accessories 875,000 Total Printed Products $ 4,403,000 Technology Sales, Services and Licensing Revenue Information: Total Three months ended March 31, 2018 Information Technology Sales and Services $ 130,000 Digital Authentication Products and Services 177,000 Royalties from Licensees 147,000 Total Technology Sales, Services and Licensing $ 454,000 Three months ended March 31, 2017 Information Technology Sales and Services $ 131,000 Digital Authentication Products and Services 65,000 Royalties from Licensees 172,000 Total Technology Sales, Services and Licensing $ 368,000 |
Basis of Presentation and Sig17
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation - |
Use of Estimates | Use of Estimates - |
Restricted Cash | Restricted Cash March 31, 2018 December 31, 2017 Cash $ 3,728,086 $ 4,188,623 Restricted Cash 555,831 256,005 Total $ 4,283,917 $ 4,444,628 |
Investment | Investment |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the balance sheet of cash, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of revolving credit lines, promissory notes and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. Derivative instruments, as discussed below, are recorded as assets and liabilities at estimated fair value based on available market information. |
Derivative Instruments | Derivative Instruments - As of March 31, 2018, the Company has an interest rate swap agreement for its debt with RBS Citizens, N.A. (“Citizens Bank”) (see Note 6) which changes a variable rate into a fixed rate on a term loan as follows: Notional Variable Fixed Maturity Amount Amount Cost Date $ 902,939 4.82 % 5.87 % August 30, 2021 |
Impairment of Long Lived Assets | Impairment of Long Lived Assets and Goodwill |
Contingent Legal Expenses | Contingent Legal Expenses - |
Earnings Per Common Share | Earnings Per Common Share As of March 31, 2018 and 2017, there were 3,111,527 and 3,668,127 respectively, of common stock share equivalents potentially issuable by the Company pursuant to existing options, warrants, and restricted stock agreements, that could potentially dilute basic earnings per share in the future. These shares are excluded from the calculation of diluted earnings per share in periods in which the Company had a net loss because their inclusion would be anti-dilutive to the Company’s losses in the respective periods. |
Concentration of Credit Risk | Concentration of Credit Risk - During the three months ended March 31, 2018, two customers accounted for 24% and 15%, respectively, of the Company’s consolidated revenue and accounted for 27% and 3%, respectively, of the Company’s accounts receivable balance as of March 31, 2018. During the three months ended March 31, 2017, these two customers accounted for 31% and 12%, respectively, of the Company’s consolidated revenue and accounted for 20% and 12%, respectively, of the Company’s accounts receivable balance as of March 31, 2017. The risk with respect to accounts receivables is mitigated by credit evaluations the Company performs on its customers, the short duration of its payment terms for most of its customer contracts and by the diversification of its customer base. |
Reclassifications | Reclassifications |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements . In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. Entities will no longer be able to use the cost method of accounting for equity securities. However, for equity investments without readily determinable fair values, entities may elect a measurement alternative that will allow those investments to be recorded at cost, less impairment, and adjusted for subsequent observable price changes. Upon adoption, entities must record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the standard is adopted. The guidance on equity securities without readily determinable fair values will be applied prospectively to all equity investments that exist as of the date of the adoption of the standard. The pronouncement also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. The Company adopted this new accounting standard during the three months ended March 31, 2018. ASU 2016-01 did not have a material impact on the Company’s Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”, which clarifies the treatment of several types of cash receipts and payments for which there was diversity in practice. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company adopted this standard during the three months ended March 31, 2018. The adoption did not have a material impact on the Company’s Consolidated Financial Statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows”, regarding the presentation of restricted cash on the statement of cash flows. The standards update requires that the reconciliation of the beginning and end of period cash amounts shown in the statement of cash flows include restricted cash. When restricted cash is presented separately from cash and cash equivalents on the balance sheet, a reconciliation is required between the amounts presented on the statement of cash flows and the balance sheet. Also, the new guidance requires the disclosure of information about the nature of the restrictions. The Company adopted the standard as of January 1, 2018 on a retrospective basis, wherein the statement of cash flow of each period presented was adjusted to reflect the effects of applying the new guidance. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting”, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted, including in an interim period. ASU 2017-09 is to be applied on a prospective basis to an award modified on or after the adoption date. The Company adopted this standard during the quarter ended March 31, 2018. The new accounting standard did not have a material impact on the Company’s Consolidated Financial Statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company has elected not to adopt this standard in advance of its required effective date. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment”, which eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. The annual assessment of goodwill impairment will be determined by using the difference between the carrying amount and the fair value of the reporting unit. The standards update are effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently assessing the impact that adopting this new accounting standard will have on its Consolidated Financial Statements. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years beginning after June 15, 2018. The Company is currently assessing the impact that adopting this new accounting standard will have on its Consolidated Financial Statements. |
Basis of Presentation and Sig18
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Restrcited Cash | As of March 31, 2018, cash of $555,831 ($256,005 – December 31, 2017) is restricted by a third-party co-investor to payments of costs and expenses associated with one of the Company’s IP monetization programs. March 31, 2018 December 31, 2017 Cash $ 3,728,086 $ 4,188,623 Restricted Cash 555,831 256,005 Total $ 4,283,917 $ 4,444,628 |
Schedule of Derivative Instruments | As of March 31, 2018, the Company has an interest rate swap agreement for its debt with RBS Citizens, N.A. (“Citizens Bank”) (see Note 5) which changes a variable rate into a fixed rate on a term loan as follows: Notional Variable Fixed Maturity Amount Amount Cost Date $ 902,939 4.82 % 5.87 % August 30, 2021 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: Inventory March 31, 2018 December 31, 2017 Finished Goods $ 1,135,458 $ 965,757 WIP 176,624 383,270 Raw Materials 287,465 302,219 $ 1,599,547 $ 1,651,246 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following: March 31, 2018 December 31, 2017 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired intangibles - customer lists and non-compete agreements 5-10 years 1,997,300 1,832,275 165,025 1,997,300 1,810,750 186,550 Acquired intangibles - patents and patent rights Varied (1) 3,155,000 2,731,736 423,264 3,155,000 2,603,942 551,058 Patent application costs Varied (2) 1,163,797 685,198 478,599 1,148,017 664,873 483,144 $ 6,316,097 $ 5,249,209 $ 1,066,888 $ 6,300,317 $ 5,079,565 $ 1,220,752 (1) Acquired patents and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2018, the weighted average remaining useful life of these assets in service was approximately 1.47 years. (2) Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2018, the weighted average remaining useful life of these assets in service was approximately 7.3 years. |
Supplemental Cash Flow Inform21
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table summarizes supplemental cash flows for the three-month periods ended March 31, 2018 and March 31, 2017: 2018 2017 Cash paid for interest $ 37,000 $ 44,000 Non-cash investing and financing activities: Gain from change in fair value of interest rate swap derivatives $ 15,000 $ 7,000 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Operations by Reportable Segment | The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein. Three Month Ended March 31, 2018 Packaging and Printing Plastics Technology Corporate Total Revenue $ 2,918,000 1,005,000 454,000 - $ 4,377,000 Depreciation and amortization 167,000 30,000 149,000 - 346,000 Interest expense 23,000 6,000 12,000 8,000 49,000 Amortized Debt Discount 1,000 - 21,000 6,000 28,000 Stock based compensation - - 1,000 - 1,000 Net Income (loss) 247,000 79,000 (497,000 ) (235,000 ) (406,000 ) Identifiable assets 9,422,000 2,979,000 2,163,000 2,418,000 16,982,000 Three Month Ended March 31, 2017 Packaging and Printing Plastics Technology Corporate Total Revenue $ 3,246,000 1,157,000 368,000 - $ 4,771,000 Depreciation and amortization 159,000 30,000 153,000 1,000 343,000 Interest Expense 28,000 - 14,000 16,000 58,000 Amortized Debt Discount - - 35,000 - 35,000 Stock based compensation - - 24,000 110,000 134,000 Income tax benefit - - - 5,000 5,000 Net Income (loss) 392,000 163,000 (310,000 ) (429,000 ) (184,000 ) Identifiable assets 9,331,000 2,339,000 1,998,000 3,923,000 17,591,000 |
Schedule of Disaggregation of Revenue | The following tables disaggregate our business segment revenues by major source. Printed Products Revenue Information: Total Three months ended March 31, 2018 Packaging Printing and Fabrication $ 2,610,000 Commercial and Security Printing 308,000 Technology Integrated Plastic Cards and Badges 252,000 Plastic Cards, Badges and Accessories 753,000 Total Printed Products $ 3,923,000 Three months ended March 31, 2017 Packaging Printing and Fabrication $ 2,920,000 Commercial and Security Printing 326,000 Technology Integrated Plastic Cards and Badges 282,000 Plastic Cards, Badges and Accessories 875,000 Total Printed Products $ 4,403,000 Technology Sales, Services and Licensing Revenue Information: Total Three months ended March 31, 2018 Information Technology Sales and Services $ 130,000 Digital Authentication Products and Services 177,000 Royalties from Licensees 147,000 Total Technology Sales, Services and Licensing $ 454,000 Three months ended March 31, 2017 Information Technology Sales and Services $ 131,000 Digital Authentication Products and Services 65,000 Royalties from Licensees 172,000 Total Technology Sales, Services and Licensing $ 368,000 |
Basis of Presentation and Sig23
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 555,831 | $ 256,005 | |
Accumulated other comprehensive loss | $ 8,180 | $ 23,069 | |
Antidilutive securities | 3,111,527 | 3,668,127 | |
One Customer [Member] | Sales Revenue, Goods, Net [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of credit risk, percentage | 24.00% | 20.00% | |
One Customer [Member] | Accounts Receivable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of credit risk, percentage | 27.00% | 31.00% | |
Two Customer [Member] | Sales Revenue, Goods, Net [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of credit risk, percentage | 15.00% | 12.00% | |
Two Customer [Member] | Accounts Receivable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of credit risk, percentage | 3.00% | 12.00% |
Basis of Presentation and Sig24
Basis of Presentation and Significant Accounting Policies - Schedule of Cash and Restrcited Cash (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Cash | $ 3,728,086 | $ 4,188,623 |
Restricted Cash | 555,831 | 256,005 |
Total | $ 4,283,917 | $ 4,444,628 |
Basis of Presentation and Sig25
Basis of Presentation and Significant Accounting Policies - Schedule of Derivative Instruments (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |
Notional Amount | $ 915,107 |
Variable Rate | 4.512% |
Fixed Cost | 5.87% |
Maturity Date | Aug. 30, 2021 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 1,135,458 | $ 965,757 |
WIP | 176,624 | 383,270 |
Raw Materials | 287,465 | 302,219 |
Inventory | $ 1,599,547 | $ 1,651,246 |
Related Party Investment (Detai
Related Party Investment (Details Narrative) - Securities Exchange Agreement [Member] - USD ($) | Sep. 12, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Hengfai Business Development Pte Ltd. [Member] | |||
Sale of common stock shares issued | 683,000 | ||
Sale of common stock value issued | $ 484,930 | ||
Exchange for ordinary shares | 21,196,552 | ||
Warrant term | 3 years | ||
Warrant to purchase of common shares | 105,982,759 | ||
Singapore eDevelopment Limited [Member] | |||
Sale of common stock value issued | $ 763,040 | $ 900,112 | |
Warrant exercise price per share | $ 0.0298 | $ 0.036 | $ 0.042 |
Warrants aggregate intrinsic value | $ 705,845 | $ 1,343,000 | |
Singapore eDevelopment Limited [Member] | Singapore, Dollars [Member] | |||
Warrant exercise price per share | $ 0.040 | $ 0.049 | $ 0.057 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangibles | $ 169,644 | $ 170,019 |
Intangible Assets and Goodwil29
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 6,316,097 | $ 6,300,317 | |
Accumulated Amortization | 5,249,209 | 5,079,565 | |
Net Carrying Amount | 1,066,888 | 1,220,752 | |
Customer Lists and Non-compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,997,300 | 1,997,300 | |
Accumulated Amortization | 1,832,275 | 1,810,750 | |
Net Carrying Amount | $ 165,025 | 186,550 | |
Customer Lists and Non-compete Agreements [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 5 years | ||
Customer Lists and Non-compete Agreements [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years | ||
Patents and Patent Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life, description | [1] | Varied | |
Gross Carrying Amount | $ 3,155,000 | 3,155,000 | |
Accumulated Amortization | 2,731,736 | 2,603,942 | |
Net Carrying Amount | $ 423,264 | 551,058 | |
Patent Application Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life, description | [2] | Varied | |
Gross Carrying Amount | $ 1,163,797 | 1,148,017 | |
Accumulated Amortization | 685,198 | 664,873 | |
Net Carrying Amount | $ 478,599 | $ 483,144 | |
[1] | Acquired patents and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2018, the weighted average remaining useful life of these assets in service was approximately 1.47 years | ||
[2] | Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2018, the weighted average remaining useful life of these assets in service was approximately 7.3 years |
Intangible Assets and Goodwil30
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2018 | |
Patents and Patent Rights [Member] | |
Weighted average remaining useful life | 1 year 5 months 20 days |
Patent Application Costs [Member] | |
Weighted average remaining useful life | 7 years 3 months 19 days |
Short-Term and Long-Term Debt (
Short-Term and Long-Term Debt (Details Narrative) - USD ($) | Dec. 02, 2017 | Feb. 23, 2017 | Sep. 20, 2016 | May 23, 2016 | Apr. 12, 2016 | Apr. 28, 2015 | Sep. 05, 2014 | Feb. 13, 2014 | Jul. 19, 2013 | May 24, 2013 | May 31, 2017 | May 31, 2014 | May 24, 2013 | Aug. 30, 2011 | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 26, 2017 | Mar. 27, 2014 | Dec. 06, 2013 |
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt, net | $ 1,659,291 | $ 1,734,171 | |||||||||||||||||
Short-term debt | 3,714,129 | 3,645,760 | |||||||||||||||||
Accrued interest | 293,500 | ||||||||||||||||||
Unamortized debt issuance costs | 16,720 | ||||||||||||||||||
Fixed and contingent equity interests | 459,000 | ||||||||||||||||||
Promissory Notes 1 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | May 31, 2017 | Dec. 31, 2018 | |||||||||||||||||
Debt interest rate | 9.00% | 9.00% | |||||||||||||||||
Debt instrument, face amount | $ 850,000 | $ 850,000 | |||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Sale of investment units, shares issuable per warrant | 60,000 | 60,000 | |||||||||||||||||
Sale of investment units, warrant exercise price per share | $ 3 | $ 3 | |||||||||||||||||
Fair value of warrants | $ 69,000 | ||||||||||||||||||
Expected volatility | 60.00% | ||||||||||||||||||
Risk-free interest rate per annum | 0.89% | ||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||
Long-term debt, unamortized discount | $ 69,000 | $ 69,000 | |||||||||||||||||
Debt instrument maturity date, description | May 2, 2014 to May 24, 2015 | ||||||||||||||||||
Debt instrument, final balloon payment | $ 430,000 | ||||||||||||||||||
Number of stock issued for exchange consideration | 18,000 | ||||||||||||||||||
Number of stock issued for exchange consideration, value | $ 17,640 | ||||||||||||||||||
Promissory Notes 2 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | May 31, 2016 | ||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Sale of investment units, shares issuable per warrant | 40,000 | 40,000 | |||||||||||||||||
Sale of investment units, warrant exercise price per share | $ 1.50 | $ 1.50 | |||||||||||||||||
Fair value of warrants | $ 29,000 | ||||||||||||||||||
Expected volatility | 70.00% | ||||||||||||||||||
Risk-free interest rate per annum | 1.53% | ||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||
Long-term debt, unamortized discount | $ 29,000 | $ 29,000 | |||||||||||||||||
Interest accrued in the period | $ 15,000 | ||||||||||||||||||
Debt instrument, final balloon payment | $ 610,000 | ||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Aug. 31, 2021 | ||||||||||||||||||
Debt instrument, carrying amount | $ 280,000 | 325,000 | |||||||||||||||||
Purchase price for Real Estate acquired | $ 1,500,000 | ||||||||||||||||||
Purchase price for Real Estate acquired, loan obtained | 1,200,000 | ||||||||||||||||||
Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, carrying amount | $ 1,303,900 | ||||||||||||||||||
Debt instrument, term | 60 months | ||||||||||||||||||
Interest rate on outstanding term loan | 4.84% | ||||||||||||||||||
Credit facility agreement, monthly principal payment | $ 24,511 | ||||||||||||||||||
Non Revolving Line of Credit Agreement [Member] | Citizens Bank [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit, maximum borrowing amount | $ 800,000 | $ 1,200,000 | |||||||||||||||||
Interest rate additional rate above LIBOR | 2.00% | 3.44% | |||||||||||||||||
Credit facility, amount outstanding | $ 522,000 | $ 522,000 | 522,000 | ||||||||||||||||
Debt interest rate | 2.00% | ||||||||||||||||||
RBS Citizens [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit, maximum borrowing amount | $ 800,000 | ||||||||||||||||||
Interest rate additional rate above LIBOR | 5.42% | ||||||||||||||||||
Debt instrument, maturity date | Jul. 26, 2018 | ||||||||||||||||||
Credit facility, amount outstanding | $ 0 | 0 | |||||||||||||||||
RBS Citizens [Member] | Promissory Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt interest rate | 5.87% | ||||||||||||||||||
Debt instrument, carrying amount | $ 902,939 | 915,107 | |||||||||||||||||
Periodic installments amount | $ 7,658 | ||||||||||||||||||
RBS Citizens [Member] | Permanent Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, carrying amount | $ 337,500 | 345,000 | $ 450,000 | ||||||||||||||||
Debt instrument, final balloon payment | $ 300,000 | ||||||||||||||||||
RBS Citizens [Member] | LIBOR [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate additional rate above LIBOR | 3.75% | ||||||||||||||||||
RBS Citizens [Member] | LIBOR [Member] | Promissory Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate additional rate above LIBOR | 3.15% | 4.82% | |||||||||||||||||
RBS Citizens [Member] | LIBOR [Member] | Permanent Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate additional rate above LIBOR | 3.15% | 4.82% | |||||||||||||||||
Debt instrument, maturity date | Jul. 31, 2019 | ||||||||||||||||||
Interest accrued in the period | $ 2,500 | ||||||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||||
Periodic installments amount | $ 450,000 | ||||||||||||||||||
People's Capital Leasing Corp [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, carrying amount | $ 216,213 | 286,560 | |||||||||||||||||
Citizens [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, carrying amount | $ 525,000 | $ 230,480 | $ 257,007 | ||||||||||||||||
Debt instrument, term | 60 months | ||||||||||||||||||
Interest rate on outstanding term loan | 3.62% | ||||||||||||||||||
Credit facility agreement, monthly principal payment | $ 9,591 | ||||||||||||||||||
DSS Technology Management [Member] | Investment Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, carrying amount | $ 1,000,000 | ||||||||||||||||||
Advances | $ 4,500,000 | ||||||||||||||||||
Long-term debt, net | $ 1,350,000 | 1,791,000 | 900,000 | ||||||||||||||||
Fixed return equity interests | 150,000 | 199,000 | $ 100,000 | ||||||||||||||||
Fair value of contingent consideration | 10,000 | ||||||||||||||||||
Proceeds from return received | $ 1,500,000 | 2,000,000 | |||||||||||||||||
Proceeds from sale of intangible assets | $ 125,250 | $ 495,000 | |||||||||||||||||
Payment of obligation | $ 150,000 | ||||||||||||||||||
Straight line basis maturity date | Feb. 13, 2018 | ||||||||||||||||||
Received percentage | 25.00% | ||||||||||||||||||
DSS Technology Management [Member] | Investment Agreement [Member] | March 2, 2017 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Deposits | $ 300,000 | ||||||||||||||||||
DSS Technology Management [Member] | Investment Agreement [Member] | March 2, 2018 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Deposits | $ 300,000 |
Other Liabilities (Details Narr
Other Liabilities (Details Narrative) - USD ($) | Nov. 14, 2016 | Jul. 08, 2013 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Feb. 13, 2014 |
Payment to acquire intangible assets | $ 15,780 | $ 4,949 | ||||||
Intangible assets book value | 6,316,097 | $ 6,300,317 | $ 6,300,317 | |||||
Other liabilities short term | 2,933,591 | 2,953,629 | 2,953,629 | |||||
Payment of estimated future inter parts review costs | 27,000 | |||||||
Selling, general and administrative costs | 1,782,568 | $ 1,725,881 | ||||||
Reduction of the liability | 240,000 | |||||||
Fixed and contingent equity interests | 459,000 | |||||||
LED Patent Portfolio [Member] | ||||||||
Selling, general and administrative costs | 80,000 | 80,000 | ||||||
DSS Technology Management [Member] | ||||||||
Payment to acquire intangible assets | $ 500,000 | |||||||
Proceeds from financing amount | 250,000 | |||||||
Payment milestones amount | $ 750,000 | |||||||
Milestones description | Subject to certain payment milestones, in exchange for 40% of the proceeds which it receives, if any, from the use, sale or licensing of the two patents. | |||||||
Reduction the liability pays legal and other expense percentage | 50.00% | |||||||
Proceeds Investment Agreement [Member] | Brickell Key Investments LP [Member] | ||||||||
Finance amount | $ 13,500,000 | |||||||
Other liabilities | 3,180,000 | |||||||
Other liabilities short term | 2,043,000 | |||||||
Payment of estimated future inter parts review costs | 2,500,000 | |||||||
Payment of related party cost | 1,500,000 | |||||||
Allocation to working capital | 1,737,000 | |||||||
Selling, general and administrative costs | $ 47,500 | |||||||
Proceeds Investment Agreement [Member] | Intellectual Discovery Co. Ltd [Member] | LED Patent Portfolio [Member] | ||||||||
Payment to acquire intangible assets | 3,000,000 | |||||||
Intangible assets book value | 0 | |||||||
Attorneys' fees and out-of-pocket expenses | 6,000,000 | |||||||
Proceeds from financing amount | $ 4,500,000 | |||||||
Proceed Right Agreement [Member] | Investors [Member] | ||||||||
Other liabilities | 432,000 | $ 432,000 | 432,000 | |||||
Proceeds from related party debt | $ 650,000 | $ 650,000 | ||||||
Investment Agreement [Member] | DSS Technology Management [Member] | ||||||||
Fixed and contingent equity interests | $ 459,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 29, 2018 |
Earnings per share | $ (0.02) | $ (0.01) | ||
Two Related Party Investors [Member] | Unregistered Common Stock [Member] | ||||
Number of shares of common stock sold | 1,200,000 | |||
Warrant term | 5 years | |||
Warrant to purchase of common shares | 240,000 | |||
Warrant exercise price per shares | $ 1 | |||
Stock option issued value | $ 900,000 | |||
Proceeds from sale of stock | $ 300,000 | |||
Subscription receivable | $ 300,000 | |||
Employees, Directors and Consultants [Member] | ||||
Stock compensation expense | $ 1,200 | $ 132,000 | ||
Earnings per share | $ 0.01 | $ 0.01 |
Supplemental Cash Flow Inform34
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 37,000 | $ 44,000 |
Gain from change in fair value of interest rate swap derivative | $ 15,000 | $ 7,000 |
Segment Information - Schedule
Segment Information - Schedule of Operations by Reportable Segment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 4,377,554 | $ 4,770,591 | |
Depreciation and amortization | 345,667 | 342,774 | |
Interest expense | 49,138 | 57,600 | |
Amortized debt discount | 27,731 | 35,288 | |
Stock based compensation | 1,251 | 133,807 | |
Income tax benefit | 4,737 | ||
Net Income (loss) to common shareholders | (406,091) | (179,302) | |
Identifiable assets | 16,982,400 | $ 17,430,777 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 4,377,000 | 4,771,000 | |
Depreciation and amortization | 346,000 | 343,000 | |
Interest expense | 49,000 | 58,000 | |
Amortized debt discount | 28,000 | 35,000 | |
Stock based compensation | 1,000 | 134,000 | |
Income tax benefit | 5,000 | ||
Net Income (loss) to common shareholders | (406,000) | (184,000) | |
Identifiable assets | 16,982,000 | 17,591,000 | |
Operating Segments [Member] | Packaging and Printing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,918,000 | 3,246,000 | |
Depreciation and amortization | 167,000 | 159,000 | |
Interest expense | 23,000 | 28,000 | |
Amortized debt discount | 1,000 | ||
Stock based compensation | |||
Income tax benefit | |||
Net Income (loss) to common shareholders | 247,000 | 392,000 | |
Identifiable assets | 9,422,000 | 9,331,000 | |
Operating Segments [Member] | Plastics [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,005,000 | 1,157,000 | |
Depreciation and amortization | 30,000 | 30,000 | |
Interest expense | 6,000 | ||
Amortized debt discount | |||
Stock based compensation | |||
Income tax benefit | |||
Net Income (loss) to common shareholders | 79,000 | 163,000 | |
Identifiable assets | 2,979,000 | 2,339,000 | |
Operating Segments [Member] | Technology [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 454,000 | 368,000 | |
Depreciation and amortization | 149,000 | 153,000 | |
Interest expense | 12,000 | 14,000 | |
Amortized debt discount | 21,000 | 35,000 | |
Stock based compensation | 1,000 | 24,000 | |
Income tax benefit | |||
Net Income (loss) to common shareholders | (497,000) | (310,000) | |
Identifiable assets | 2,163,000 | 1,998,000 | |
Operating Segments [Member] | Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | |||
Depreciation and amortization | 1,000 | ||
Interest expense | 8,000 | 16,000 | |
Amortized debt discount | 6,000 | ||
Stock based compensation | 110,000 | ||
Income tax benefit | 5,000 | ||
Net Income (loss) to common shareholders | (235,000) | (429,000) | |
Identifiable assets | $ 2,418,000 | $ 3,923,000 |
Segment Information - Schedul36
Segment Information - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Total Printed Products | $ 3,923,000 | $ 4,403,000 |
Total Technology Sales, Services and Licensing | 454,000 | 368,000 |
Packaging Printing and Fabrication [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 2,610,000 | 2,920,000 |
Commercial and Security Printing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 308,000 | 326,000 |
Technology Integrated Plastic Cards and Badges [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 252,000 | 282,000 |
Plastic Cards, Badges and Accessories [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 753,000 | 875,000 |
Information Technology Sales and Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | 130,000 | 131,000 |
Digital Authentication Products and Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | 177,000 | 65,000 |
Royalties from Licensees [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | $ 147,000 | $ 172,000 |