Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 16, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | DOCUMENT SECURITY SYSTEMS INC | ||
Entity Central Index Key | 0000771999 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,119,034 | ||
Entity Common Stock, Shares Outstanding | 27,670,125 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 5,226,000 | $ 1,096,000 |
Accounts receivable, net | 3,910,000 | 4,212,000 |
Inventory | 1,955,000 | 1,366,000 |
Assets held for sale - discontinued operations | 342,000 | |
Prepaid expenses and other current assets | 1,359,000 | 460,000 |
Total current assets | 12,450,000 | 7,476,000 |
Property, plant and equipment, net | 4,146,000 | 4,328,000 |
Other investments | 1,788,000 | 2,154,000 |
Investment, equity method | 12,234,000 | |
Marketable securities | 9,136,000 | |
Notes receivable | 537,000 | 793,000 |
Non-current assets held for sale - discontinued operations | 744,000 | 1,812,000 |
Other assets | 384,000 | 50,000 |
Right-of-use assets | 182,000 | 144,000 |
Goodwill | 26,862,000 | 2,454,000 |
Other intangible assets, net | 23,456,000 | 935,000 |
Total assets | 91,919,000 | 20,146,000 |
Current liabilities: | ||
Accounts payable | 1,482,000 | 1,492,000 |
Accrued expenses and deferred revenue | 5,270,000 | 936,000 |
Other current liabilities | 1,435,000 | 390,000 |
Current liabilities held for sale - discontinued operations | 240,000 | 274,000 |
Revolving line of credit | 500,000 | |
Current portion of lease liability | 167,000 | 123,000 |
Current portion of long-term debt, net | 278,000 | 441,000 |
Total current liabilities | 8,872,000 | 4,156,000 |
Long-term debt, net | 1,976,000 | 2,310,000 |
Long term lease liability | 15,000 | 19,000 |
Non-current liabilities held for sale - discontinued operations | 505,000 | 807,000 |
Other long-term liabilities | 507,000 | 507,000 |
Deferred tax liability, net | 3,499,000 | 44,000 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Preferred stock, $.02 par value; 47,000 shares authorized, 43,000 shares issued and outstanding (0 on December 31, 2019); Liquidation value $1,000 per share, $43,000,000 aggregate. | 1,000 | |
Common stock, $.02 par value; 200,000,000 shares authorized, 5,836,000 shares issued and outstanding (1,206,000 on December 31, 2019) | 116,000 | 24,000 |
Additional paid-in capital | 174,380,000 | 115,560,000 |
Non-controlling interest in subsidiary | 3,430,000 | |
Accumulated deficit | (101,382,000) | (103,281,000) |
Total stockholders' equity | 76,545,000 | 12,303,000 |
Total liabilities and stockholders' equity | $ 91,919,000 | $ 20,146,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.02 | $ 0.02 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 47,000 | 0 |
Preferred stock, shares outstanding | 47,000 | 0 |
Preferred stock, liquidation par value | $ 1,000 | $ 1,000 |
Preferred stock, liquidation value | $ 47,000,000 | $ 47,000,000 |
Common stock, par value | $ 0.02 | $ .02 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 5,174,000 | 1,206,000 |
Common stock, shares outstanding | 5,174,000 | 1,206,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Total revenue | $ 17,411,000 | $ 15,550,000 |
Costs and expenses: | ||
Cost of revenue, exclusive of depreciation and amortization | 11,207,000 | 10,342,000 |
Selling, general and administrative (including stock based compensation) | 15,867,000 | 6,674,000 |
Depreciation and amortization | 1,084,000 | 1,151,000 |
Total costs and expenses | 28,158,000 | 18,167,000 |
Operating loss | (10,747,000) | (2,617,000) |
Other income (expense): | ||
Interest income | 69,000 | 25,000 |
Other income | 1,000 | |
Interest expense | (185,000) | (125,000) |
Gain on extinguishment of debt | 969,000 | |
Income from equity method investment | 604,000 | |
Unrealized gains | 10,609,000 | |
Amortization of deferred financing costs and debt discount | (8,000) | (3,000) |
Income (loss) from continuing operations before income taxes | 1,312,000 | (2,720,000) |
Income tax benefit | 1,774,000 | (125,000) |
Income (loss) from continuing operations | 3,086,000 | (2,595,000) |
Loss from discontinued operations | (1,668,000) | (294,000) |
Net income (loss) | 1,418,000 | (2,889,000) |
Loss from continuing operations attributed to noncontrolling interest | 481,000 | |
Net income (loss) attributable to common stockholders | 1,899,000 | (2,889,000) |
Other comprehensive income (loss): | ||
Interest rate swap loss | (15,000) | |
Settlement of interest rate swap | 22,000 | |
Comprehensive income (loss): | $ 1,418,000 | $ (2,882,000) |
Earnings (loss) per common share - continuing operations: | ||
Basic | $ 1.01 | $ (3.05) |
Diluted | 0.59 | (3.05) |
Loss per common share - discontinued operations: | ||
Basic | (0.47) | (0.35) |
Diluted | $ (0.28) | $ (0.35) |
Shares used in computing earnings (loss) per common share: | ||
Basic | 3,548,421 | 850,180 |
Diluted | 6,019,207 | 850,180 |
Printed Products [Member] | ||
Revenue: | ||
Total revenue | $ 13,000,000 | $ 13,230,000 |
Technology Sales, Services and Licensing [Member] | ||
Revenue: | ||
Total revenue | 2,085,000 | 2,148,000 |
Direct Marketing [Member] | ||
Revenue: | ||
Total revenue | $ 2,326,000 | $ 172,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) from continuing operations | $ 3,086,000 | $ (2,595,000) |
Adjustments to reconcile net income (loss) from continuing operations to net cash used by operating activities: | ||
Depreciation and amortization | 1,084,000 | 1,151,000 |
Stock based compensation | 188,000 | 422,000 |
Income from equity investment | (604,000) | |
Unrealized gains | (10,609,000) | |
Gain on extinguishment of debt | (969,000) | |
Deferred tax benefit | 1,774,000 | (125,000) |
Amortization of deferred financing cost and debt discounts | 2,000 | |
Decrease (increase) in assets: | ||
Accounts receivable | (309,000) | (1,659,000) |
Inventory | (705,000) | (848,000) |
Prepaid expenses and other current assets | (499,000) | (154,000) |
Other assets | 355,000 | |
Increase (decrease) in liabilities: | ||
Accounts payable | (201,000) | 392,000 |
Accrued expenses | 4,230,000 | (307,000) |
Deferred revenue and customer deposits | 21,000 | |
Other liabilities | 1,044,000 | (1,750,000) |
Net cash used by operating activities | (5,683,000) | (5,450,000) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (325,000) | (947,000) |
Purchase of investments | (9,791,000) | (1,829,000) |
Note receivable investment | (574,000) | (793,000) |
Purchase of intangible assets | (370,000) | |
Net cash used by investing activities | (10,690,000) | (3,939,000) |
Cash flows from financing activities: | ||
Payments of long-term debt | (304,000) | (167,000) |
Borrowings of long-term debt | 1,278,000 | |
Borrowings from lines of credit, net | 588,000 | |
Payments of revolving lines of credit, net | (500,000) | 500,000 |
Borrowings from convertible of note | 500,000 | |
Issuances of common stock, net of issuance costs | 20,195,000 | 6,659,000 |
Net cash provided by financing activities | 20,669,000 | 8,080,000 |
Cash flows from discontinued operations: | ||
Cash (used) provided by operations | (469,000) | 106,000 |
Cash provided (used) by investing activities | 880,000 | (42,000) |
Cash used by financing activities | (577,000) | (107,000) |
Net cash used by discontinued operations | (166,000) | (43,000) |
Net increase (decrease) in cash and cash equivalents | 4,130,000 | (1,352,000) |
Cash and cash equivalents at beginning of year | 1,096,000 | 2,448,000 |
Cash and cash equivalents at end of year | $ 5,226,000 | $ 1,096,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Non - controlling Interest in Subsidiary [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 12,000 | $ 107,962,000 | $ (7,000) | $ (100,392,000) | $ 7,575,000 | ||
Balance, shares at Dec. 31, 2018 | 581,000 | ||||||
Issuance of common stock, net | $ 12,000 | 7,292,000 | $ 7,304,000 | ||||
Issuance of common stock, net, shares | 610,000 | ||||||
Stock based payments, net of tax effect | 306,000 | $ 306,000 | |||||
Stock based payments, net of tax effect, shares | 15,000 | ||||||
Other comprehensive loss | 7,000 | 7,000 | |||||
Net income (loss) | (2,889,000) | (2,889,000) | |||||
Balance at Dec. 31, 2019 | $ 24,000 | 115,560,000 | (103,281,000) | 12,303,000 | |||
Balance, shares at Dec. 31, 2019 | 1,206,000 | ||||||
Issuance of common stock, net | $ 68,000 | 20,127,000 | $ 20,196,000 | ||||
Issuance of common stock, net, shares | 3,434,000 | ||||||
Conversion of preferred stock | $ 13,000 | (13,000) | |||||
Conversion of preferred stock, shares | 663,000 | (4,000) | |||||
Stock based payments, net of tax effect | $ 1,000 | 397,000 | 398,000 | ||||
Stock based payments, net of tax effect, shares | 50,000 | ||||||
Acquisition of Impact BioMedical, Inc. | $ 10,000 | $ 1,000 | 38,309,000 | 3,911,000 | 42,231,000 | ||
Acquisition of Impact BioMedical, Inc., shares | 483,000 | 47,000 | |||||
Net income (loss) | (481,000) | 1,899,000 | 1,418,000 | ||||
Balance at Dec. 31, 2020 | $ 116,000 | $ 1,000 | $ 174,380,000 | $ 3,430,000 | $ (101,382,000) | $ 76,545,000 | |
Balance, shares at Dec. 31, 2020 | 5,836,000 | 43,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1 - DESCRIPTION OF BUSINESS Document Security Systems, Inc. (the “Company of DSS”) operates eight (8) business lines through eight (8) DSS subsidiaries located around the globe. Of the eight subsidiaries, three of those have historically been the core subsidiaries of the Company: (1) Premier Packaging Corporation (“Premier Packaging”), (2) DSS Digital Inc., and its subsidiaries (“Digital Group”), and (3) DSS Technology Management, Inc. (“IP Technology”). Premier Packaging operates in the paper board folding carton, smart packaging, and document security printing markets. It markets, manufactures, and sells mailers, photo sleeves, sophisticated custom folding cartons, and complex 3-dimensional direct mail solutions designed to provide functionality, marketability, and sustainability to product packaging while providing counterfeit protection and consumer engagement platform. Digital Group researches, develops, markets, and sells the Company’s digital products worldwide. As an industry leader in brand authentication services, our solutions leverage functional anti-counterfeiting features and cutting-edge technologies to satisfy commercial and consumer product needs for branding, intelligent packaging, and marketing. Digital’s primary product is AuthentiGuard®, which is a brand authentication application that integrates the Company’s counterfeit deterrent technologies with proprietary digital data security-based solutions. IP Technology Management Inc., manages, licenses, and acquires intellectual property 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 2020, under its (4) Decentralize Sharing Systems, Inc. subsidiary, created a fourth business segment, Direct Marketing/Online Sales Group. This group provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized sharing marketplaces. Direct specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing. In addition to the four subsidiaries listed above, in 2019 and early 2020, DSS has created four new, wholly owned subsidiaries. (5) DSS Blockchain Security, Inc., a Nevada corporation, specializes in the development of blockchain security technologies for tracking and tracing solutions for supply chain logistics and cyber securities across global markets. (6) DSS Securities, Inc., a Nevada corporation, has been established to develop or to acquire assets in the securities trading or management arena, and to pursue two parallel streams of digital asset exchanges in multiple jurisdictions: (i) securitized token exchanges, focusing on digitized assets from different vertical industries and (ii) utilities token exchanges, focusing on “blue-chip” utility tokens from solid businesses. (7) DSS BioHealth Security, Inc., a Nevada corporation, is our business line which we will intend to invest in or to acquire companies related to the bio-health and biomedical field, including businesses focused on the research to advance drug discovery and development for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases. This new division will place special focus on open-air defense initiatives, which curb transmission of air-borne infectious diseases such as tuberculosis and influenza, among others. (8) DSS Secure Living, Inc., a Nevada Corporation, develops top of the line advanced technology, energy efficiency, quality of life living environments and home security for everyone for new construction and renovations of residential single and multifamily living facilities. Aside from Decentralized Sharing Systems, Inc. the activity in the these newly created subsidiaries have been minimal or in various start-up or organizational phases. On March 3, 2020, the Company, via its subsidiary DSS Securities, entered into a share subscription agreement and loan arrangement with LiquidValue Asset Management Pte Ltd., AMRE Asset Management, Inc. and American Medical REIT Inc. under which it acquired a 52.5% controlling ownership interest in AMRE Asset Management Inc. (“AAMI”) which currently has a 93% equity interest in American Medical REIT Inc. (“AMRE”) (see Note 7). AAMI is a real estate investment trust (“REIT”) management company that sets the strategic vision and formulate investment strategy for AMRE. It manages the REIT’s assets and liabilities and provides recommendations to AMRE on acquisition and divestments in accordance with the investment strategies. AMRE is a Maryland corporation, organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. AMRE was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. AMRE is planned to qualify as a Real Estate Investment Trust for federal income tax purposes, which will provide. AMRE’s investors the opportunity for direct ownership of Class A licensed medical real estate. As of December 31, 2020, AAMI has yet to generate any revenue. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical, Inc. (“Impact BioMedical”), pursuant to a Share Exchange Agreement by and among the Company, DSS BioHealth Security, Inc. (“DSS BioHealth”), Alset International Limited (formally Singapore eDevelopment Ltd.), and Global Biomedical Pte Ltd. (“GBM”), which was previously approved by the Company’s shareholders (the “Share Exchange”). Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share, nominally valued at $6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”). As a result of the Share Exchange, Impact BioMedical is now a wholly owned subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary (see Note 7). Impact BioMedical strives to leverage its scientific know-how and intellectual property rights to provide solutions that have been plaguing the biomedical field for decades. By tapping into the scientific expertise of its partners, Impact BioMedical has undertook a concerted effort in the research and development (R&D), drug discovery and development for the prevention, inhibition, and treatment of neurological, oncological and immune related diseases. In August 2020, the Company’s wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation (“ATC”). DSS Securities, Inc. shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Use of Estimates Reclassifications Cash Equivalents - Accounts Receivable 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 and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost. Inventory Investments For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 6 for further discussion on investments. Property, Plant and Equipment Goodwill - Intangible Assets Long-Lived Assets Related Party Liabilities Reverse Stock Split Revenue As of December 31, 2020, 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. Costs of revenue - Shipping and Handling Costs Share-Based Payments Sales Commissions Contingent Legal Expenses - Research and Development Income Taxes Comprehensive Income (Loss) Earnings Per Common Share Concentration of Credit Risk During 2020, two customers accounted for 38% of our consolidated revenue. As of December 31, 2020, these two customers accounted for 60% of our consolidated trade accounts receivable balance. As of December 31, 2019, these two customers accounted for 45% of our consolidated revenue and 48% of our consolidated trade accounts receivable balance. Business Combinations Discontinued Operations Newly Adopted and Recent Accounting Pronouncements 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 is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019 and has been adopted by the Company effective January 1, 2020. In February 2016, the FASB issued ASU No. 2016-02 and its related amendments which introduced Leases (Topic 842, or “ASC 842”), a new comprehensive lease accounting model that supersedes the current lease guidance under Leases (Topic 840). The new accounting standard requires lessees to recognize right-of-use (“ROU”) assets and corresponding lease liabilities for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. In July 2018, the FASB added a transition option for implementation that allows companies to continue to use the legacy guidance in ASC 840, Leases, including its disclosure requirements, in the comparative periods presented in the year of adoption. The Company adopted the guidance effective January 1, 2019. The Company elected the transition package of three practical expedients permitted under the transition guidance and elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption, without a restatement of prior periods. Further, the Company elected a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less). As a result of the adoption, the Company adjusted its beginning balance as of January 1, 2019 by recording operating lease ROU asset and liabilities through a cumulative-effect adjustment. The adoption impacted the accompanying consolidated balance sheet but did not have an impact on the consolidated statements of operations and comprehensive income (loss). At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding ROU assets upon lease commencement using a discount rate based on a credit adjusted secured borrowing rate commensurate with the term of the lease. The Company records lease liabilities within current or noncurrent liabilities based upon the length of time associated with the lease payments. The operating lease ROU assets includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any, and are recorded as noncurrent assets. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the accompanying consolidated balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The impact of the adoption of ASC 842 on the accompanying consolidated balance sheet as of January 1, 2019 was a right-of-use asset and a lease liability of approximately $1,443,800. Impact of COVID-19 Outbreak Continuing Operations and Going Concern To continue as a going concern, during the twelve months ended December 31, 2020, the Company through multiple underwriting agreements with Aegis Capital Corp. (“Aegis”), acting as representative of the several underwriters, provided the issuance and sale by the Company in an underwritten public offering shares of the Company’s common stock. The net offering proceeds to the Company approximated $20.2 million. Also, through two separate public offerings underwritten by Aegis during the first quarter of 2021, the Company received net proceeds of approximately $61.0 million. The Company’s management intends to take actions necessary to continue as a going concern. Management’s plans concerning these matters includes, among other things, continued growth among our operating segments, and tightly controlling operating costs and reducing spending growth rates wherever possible to return to profitability. In addition, the Company has taken steps, and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels. During the twelve months ended December 31, 2020, steps were taken to materially reduce or eliminate cash burns in the IP Monetization program, the DSS Digital Group and the DSS Plastics group. At the Company’s current operating levels and capital usage, we believe that without any further acquisition or investments, our $5.2 million in aggregate cash, and cash equivalents, as of December 31, 2020, along with the $61.0 million raised during the first quarter of 2021, would allow us to fund our nine business lines current and planned operations through March 2022. Based on this, the Company has concluded that substantial doubt of its ability to continue as a going concern has been alleviated |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 3 – INVENTORY Inventory consisted of the following as of December 31: 2020 2019 Finished Goods $ 1,544,000 $ 756,000 Work in Process 280,000 246,000 Raw Materials 131,000 364,000 $ 1,955,000 $ 1,366,000 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 4 – NOTES RECEIVABLE On October 10, 2019, the Company entered into a convertible promissory note (“TBD Note”) with Century TBD Holdings, LLC (“TBD”), a Florida limited liability company. The Company loaned the principal sum of $500,000, of which up to $500,000 and all accrued interest can be paid by an “Optional Conversion” of such amount up to 19.8% (non-dilutable) of all outstanding membership interest in TBD. This TBD Note accrues interest at 6% and matures on October 9, 2021. As of December 31, 2020, and 2019 this TBD Note had outstanding principal and interest of approximately $537,000 and $507,000, respectively. On December 30, 2020, the Company signed a binding letter of intent with West Park Capital, Inc (“West Park”). and TBD where the parties agreed to prepare a note and stock exchange agreement whereby DSS will assign the TBD Note to West Park and West Park shall issue to DSS a stock certificate reflecting 7.5% of the issued and outstanding shares of West Park. This note and stock exchange agreement is expected to be finalized sometime during the second quarter of 2021. On October 9, 2019 and November 11, 2019, the Company’s subsidiary Decentralized Sharing Systems, Inc. entered into two, separate on demand, secured, convertible notes with RBC Life Sciences, Inc. (RBC), a Nevada corporation. The first Note, dated October 9 th The second note (Note #2) dated November 11, 2019, established a secured, convertible, revolving line of credit to RBC up to an aggregate principal sum of $800,000, funded at the sole discretion of lender, and accruing at annual non-default interest rate of 10% with a scheduled maturity date of November 11, 2024, payable to Decentralized Sharing Systems’ wholly owned subsidiary, HWH World, Inc.. Accrued interest on the outstanding principal balance was scheduled to be paid monthly commencing on December 25, 2019. Further, any amount of principal repaid during the term of the note was allowed to be re-advanced at any time prior to the earlier of the acceleration of note to maturity or its maturity date. This note also contains an “Optional Conversion” feature that allows the Company, at any time, before or after the occurrence of an event of default, at its option, to convert the outstanding principal balance, plus accrued interest into a number of newly issued shares of its common stock equal to 100% of the outstanding shares of common stock of RBC’s direct and indirect subsidiaries. This Note #2 was also secured by a second lien on all of the assets of RBC, behind the first lien securing Note #1, and a first lien on all of the assets of RBC’s multiple subsidiaries and the full guarantee of these subsidiaries. As of December 31, 2019, this Note #2 had an outstanding principal balance of approximately $82,000, and advances of approximately $518,000 were made during 2020. On January 24, 2020, as a result of the borrower’s default on Note #1, Decentralized Sharing Systems, Inc. made demand for repayment of the outstanding balance of the Note #1. In partial resolution, Decentralized Sharing Systems, Inc and RBC agreed to accept and tender, respectively, pursuant to the Uniform Commercial Code Article 9, collateral in partial satisfaction of debt under the terms of Note#1. The Company chose to not exercise its option convert the outstanding principal and interest into equity, but instead elected to accept this specific collateral. On February 7, 2020, RBC agreed to the deed-in-lieu of specific assets in satisfaction of part of the amount owing under Note #1. On April 8, 2020, the Company initiated Uniform Commercial Code Article 9 foreclosure proceedings against the remaining assets of RBC and its subsidiaries which culminated with an Article 9 public sale on April 23, 2020. Again, the Company chose to forego the optional conversion of the outstanding principal and interest into 100% ownership, as was allowed in the terms of the note. Instead it elected to pursue through a public foreclosure sale collateral that secured Note #2. At that April Article 9 public sale, HWH World, Inc a wholly-owned subsidiary of the Company was the high bidder, and the company received a Bill of Sale for all of the remaining assets of RBC. As a result of this foreclosure sale and the Note #1, collateral accepted in lieu of partial debt, the Company now owns and controls most of the former assets of RBC and its subsidiaries. During the second quarter of 2020, the Company completed its evaluation of the assets acquired through foreclosure of Note #1 and #2 above and determined the value received supported the recoverability of the carrying value of the two notes. In accordance with ASC 310 Receivables Goodwill and Other, the assets value will be recorded at the carrying value of the debt, allocated based on the value identified. The carrying values of Note #1 and Note #2 were reclassed as property, plant, and equipment and other intangible assets in the amounts of $201,000 and $637,000 respectively within the accompanying financial statements. These amounts are being depreciated and amortized over their useful lives. The Company is currently a defendant in a lawsuit brought against it for unjust enrichment and fraudulent transfer under Texas Uniform Fraudulent Transfer Act. See Note 15 for further details on related litigation. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | NOTE 5 – FINANCIAL INSTRUMENTS Cash, Cash Equivalents and Marketable Securities The following tables show the Company’s cash and marketable securities by significant investment category as of December 31, 2020 and December 31, 2019: 2020 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investments Cash and cash equivalents $ 1,733,000 $ - $ 1,733,000 $ 1,733,000 $ - $ - Level 1 Money Market Funds 3,493,000 - 3,493,000 3,493,000 - - Marketable Securities 5,641,000 3,495,000 9,136,000 - 9,136,000 - Level 2 Warrants 700,000 356,000 1,056,000 - - 1,056,000 Total $ 11,567,000 $ 3,851,000 $ 15,418,000 $ 5,226,000 $ 9,136,000 $ 1,056,000 2019 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investment Cash and cash equivalents $ 1,096,000 $ - $ 1,096,000 $ 1,096,000 $ - $ - Level 1 Money Market Funds - - - - - - Marketable Securities - - - - - - Level 2 Warrants - - - - - - Total $ 1,096,000 $ - $ 1,096,000 $ 1,096,000 $ - $ - The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investments | NOTE 6 - INVESTMENT Alset International Limited As of December 31, 2018, the Company owned 21,196,552 ordinary shares of Alset International Limited (“Alset Intl”), formerly named Singapore eDevelopment Limited (“SED”), a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited. and an existing three-year warrant to purchase up to 105,982,759 ordinary shares at an exercise price of SGD$0.040 (US$0.0298) per share During the year ended December 31, 2019 the Company exercised 61,977,577 of the warrants for total cost of $1,829,000 and at December 31, 2019 recorded the investment at cost, less impairment under the measurement alternative in ASC 321 for a total value of $2,154,000. As of June 25, 2020, the Company exercised the remaining warrants for total cost of $1,291,000 bringing its total ownership to 127,179,311 shares or approximately 7% of the outstanding shares of Alset Intl as of December 31, 2020. Historically and through June 30, 2020, the Company carried its investment in Alset Intl at cost, less impairments under the measurement alternative in ASC 321 in part due to the restriction on the sale of shares which expired on September 17, 2019 as well as the lack of historical volume associated with the shares of Alset Intl. During the third quarter 2020, the Company determined fair value based on the volume of shares traded on the Singapore Exchange which has a breadth and scope comparable to United States markets, as well as a consistent and observable market price. Accordingly, this investment is now classified as a marketable security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of the Company. The fair value of the marketable security as of December 31, 2020 was approximately $6,830,000 and during the year ended December 31, 2020 the Company recorded unrealized gains on this investment of approximately $3,384,200. Sharing Services Global Corp. (“SHRG”) The Company had acquired in a series of open-market transactions, between March 2020 and December 2020 an aggregate of 13,957,378 of additional Class A common shares of Sharing Services Global Corp. (“SHRG”), a publicly traded company at an average purchase price of $0.06 per share. The Company, during this same period, had also purchased 20,250,000 shares of SHRG in private purchases at an average purchase price of $0.09 per share. The aggregate cost of these transactions approximated $2,572,000. On July 22, 2020, Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors, assigned a Stock Purchase and Share Subscription Agreement by and between Mr. Chan and SHRG, pursuant to which the Company purchased 30,000,000 shares of Class A common stock and 10,000,000 warrants to purchase Class A common stock for $3 million. The warrants have an average exercise price of $0.20, immediately vested and may be exercised at any time commencing on the date of issuance and ending three year from such date. As of the date of issuance the warrants the consideration paid allocated to the warrants amounted to approximately $700,000. The warrants are considered an equity investment that is recorded at fair value with gains and losses recorded through net income. These warrants have been recorded at the fair market value of $1,056,000 on the Company’s consolidated balance sheet and are included in “other investments” with the increase representing an unrealized gain of $356,000 as of 12/31/2020. These shares and warrants are also subject to a one-year trading restriction pursuant to the terms of a Lock-Up Agreement entered into between Mr. Chan and the Company and assigned to the Company. As of June 30, 2020, the Company, had acquired and owned approximately 17% of the issued and outstanding shares of SHRG, which was recorded as a marketable security investment. In the 3 rd nd Net sales $ 41,339,507 Gross profit $ 30,390,874 Operating earnings $ 1,265,192 Earnings before income taxes $ 1,113,971 Income tax provision $ (355,991 ) Net earnings $ 757,980 The Company, via four (4) of the Company’s existing board members, currently holds four (4) of the five (5) SHRG board of director seats. Mr. John “JT” Thatch, DSS’s Lead Independent Director and as well the CEO of SHRG is on the SHRG Board, along with Mr. Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG Board effective May 4, 2020), Mr. Sassuan “Sam” Lee, DSS Independent Director (joined the SHRG Board effective September 29, 2020) and Mr. Frank D. Heuszel, the CEO of the Company (joined the SHRG Board effective September 29, 2020). BMI Capital International LLC On September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement with BMI Financial Group, Inc. a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability company (“BMIC”) whereas DSS Securities, Inc. purchased 14.9% membership interests in BMIC for $100,000. DSS Securities also had the option to purchase an additional 10% of the outstanding membership interest which it exercised in January of 2021 and increased its ownership to 24.9%. This investment is valued at cost as it does not have a readily determined fair value. BMIC is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company’s chairman of the board and another independent board member of the Company also have ownership interest in this joint venture. Alset Title Company On or about August 28, 2020, the Company’s wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation (“ATC”). DSS Securities, Inc. shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process. ATC have initiated or have pending applications to do business in a number of states, including Texas, Tennessee, Connecticut, Florida, and Illinois. For the purpose of organization and the state application process, the Company’s CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture. There was no activity for the twelve-months ended December 31, 2020. BioMed Technologies Asia Pacific Holdings Limited On December 19, 2020, Impact BioMedical, a wholly-owned subsidiary of the Company, entered into a subscription agreement (the “Subscription Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99% of BioMed at a purchase price of approximately $630,000. The Subscription Agreement provides, among other things, the Company the right to appoint a new director to the board of BioMed. With respect to an issuance of shares to a third party by BioMed, the Company will have the right of first refusal to purchase such shares, as well as customary tag-along rights. In connection with the Subscription Agreement, Impact entered into an exclusive distribution agreement (the “Distribution Agreement”) with BioMed, to directly market, advertise, promote, distribute, and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers. This investment is valued at cost as it does not have a readily determined fair value. BioMed focuses on manufacturing natural probiotics, pursuant to which the Company will directly market, advertise, promote, distribute and sell certain BioMed products to resellers. The products to be distributed by the Company include BioMed’s PGut Premium Probiotics ® ® ® ® ® Under the terms of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States, Canada, Singapore, Malaysia, and South Korea and non-exclusive distribution rights in all other countries. In exchange, the Company agreed to certain obligations, including mutual marketing obligations to promote sales of the products. This agreement is for ten years with an one year auto-renewal feature. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 7 – BUSINESS COMBINATIONS American Medical REIT Inc. On March 3, 2020, the Company entered into a binding term sheet (the “Term Sheet”) with LiquidValue Asset Management Pte Ltd (“LVAM”), AMRE Asset Management Inc. (“AAMI”) and American Medical REIT Inc. (“AMRE”), regarding a share subscription and loan arrangement. The Term Sheet set forth the terms of a proposed transaction to establish a medical real estate investment trust in the United States and AAMI providing certain services related to the financial and capital structure of AMRE. Pursuant to the final signed Stockholders’ Agreement, dated March 3, 2020, the Company has subscribed 5,250 ordinary shares of AAMI at a purchase price of $0.01 per share for total consideration of $52.50. Concurrently, AAMI will issue 3,500 shares to LVAM, and 1,250 shares to AMRE Tennessee, LLC, AAMI’s executive management’s holding company. As a result, the Company now holds 52.5% of the outstanding shares of AAMI, with LVAM and AMRE Tennessee, LLC, holding 35% and 12.5% of the remaining outstanding shares of AAMI, respectively. At the completion of the share subscription, AAMI has a 93% equity interest in AMRE. Also, at the completion of the transaction, AAMI had no assets or liabilities. LVAM is an 82% owned subsidiary of Alset Intl. whose Chief Executive Officer and largest shareholder is Heng Fai Ambrose Chan, the Chairman of the Board and largest shareholder of the Company. Further, pursuant to and in connection with the Term Sheet, effective on March 3, 2020, the Company entered into a Promissory Note with AMRE, pursuant to which AMRE has issued the Company a promissory note for the principal amount of $800,000 (the “Note”). The Note matures on March 3, 2022 and accrues interest at the rate of 8.0% per annum and shall be payable in accordance with the terms set forth in the Note. Under the Note, AMRE may prepay or repay all or any portion of the Note at any time, without a premium or penalty. If not sooner prepaid, the entire unpaid principal balance of the Note including accrued interest will be due and payable in full on March 3, 2022. AMRE’s failure to pay any amount due on the Note within five days of when payment is due constitutes an event of default under the Note, pursuant to which the Company can declare the Note due and payable. The Note also provides the Company an option to provide AMRE an additional $800,000 on the same terms and conditions as the Note, including the issuance of warrants as described below. As further incentive to enter into the Note, AMRE issued the Company warrants to purchase 160,000 shares of AMRE common stock (the “Warrants”). The Warrants have an exercise price of $5.00 per share, subject to adjustment as set forth in the Warrants, and expire on March 3, 2024. Pursuant to the Warrants, if AMRE files a registration statement with the Securities and Exchange Commission for an initial public offering (“IPO”) of AMRE’s common stock and the IPO price per share offered to the public is less than $10.00 per share, the exercise price of the Warrants shall be adjusted downward to 50% of the IPO price. The Warrants also grants piggyback registration rights to the Company as set forth in the Warrants. As of December 31, 2020, this Note had outstanding principal and interest of approximately $844,000. Upon consolidation this Note is eliminated. AMRE entered into a $200,000 unsecured promissory note with LVAM. The Note calls for interest to be paid annually on March 2 with interest fixed at 8.0%. See Note 10 for further details. U.S. GAAP requires that for each business combination, one of the combining entities shall be identified as the acquirer, and the existence of a controlling financial interest shall be used to identify the acquirer in a business combination. The Company has determined that its aforementioned 52.5% equity interest in AAMI provides existence of a controlling financial interest and has concluded to account for this transaction in accordance with the acquisition method of accounting under FASB ASC Topic 805, “ Business Combinations” Impact BioMedical, Inc. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical,, pursuant to a Share Exchange Agreement by and among the Company, DSS BioHealth, and related parties Alset Intl (formally Singapore eDevelopment Limited), and Global Biomedical Pte Ltd. (“GBM”) which was previously approved by the Company’s shareholders (the “Share Exchange”).Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share, nominally valued at $6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”), with a stated value of $46,868,000, or $1,000 per share, for a total consideration of $50 million (Note 12) to acquire 100% of the outstanding shares of Impact BioMedical. The acquisition was done to add assets and a foundation of products with international market opportunities and demand, and which can be structured into long- term scalable, reoccurring license revenue within the DSS BioHealth line of business. Due to several factors, including a discount for illiquidity, the value of the Series A Preferred Stock was discounted from $46,868,000 to $35,187,000, thus reducing the final consideration given to approximately $38,319,000. The Company incurred approximately $295,000 in cost associated with the acquisition of Impact Biomedical which were recorded as general and administrative expenses. As a result of the Share Exchange, Impact BioMedical is now a wholly owned subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary and operating results of the acquisition will be included in the Company’s financial statements beginning August 21, 2020. Impact BioMedical has several subsidiaries that are not wholly owned by Impact BioMedical, and have an ownership percentage ranging from 63.6% to 100%. Since acquisition, approximately $440,000 of cost have been incurred, of which $51,000 of cost incurred is attributable to non-controlling interest. Although Impact BioMedical historically, and to date has not generated any revenues, the acquisition of Impact BioMedical meets the definition of a business with inputs, processes and outputs, and therefore, the Company has concluded to account for this transaction in accordance with the acquisition method of accounting under Topic 805. The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of Impact Biomedical as if the acquisition took place on January 1, 2019. The pro forma consolidated results include the impact of certain adjustments. 2020 Unaudited 2019 Unaudited Sales $ 17,411,000 $ 15,550,000 Net income (loss) attributed to common stockholders $ 1,219,000 $ (3,343,000 ) Basic earnings per share $ 0.30 $ (2.51 ) Diluted earnings per share $ 0.11 $ (0.39 ) The Company has completed its valuations of certain developed technology and pending patents assets acquired in the transaction as well the fair value of the non-controlling interests. These have been valued at approximately $22,260,000 and $3,910,000 respectively. Other assets acquired and liabilities assumed were not significant. The Company has also completed an initial valuation of goodwill and deferred tax liabilities of Impact BioMedical, which are pending as of December 31, 2020 as several of the 2019 tax returns have yet to be filed. For the purposes of these financial statements, the Company has recorded goodwill of approximately $25,093,000, driven by other intangible assets that do not qualify for separate recognition, and a deferred tax liability of approximately $5,234,000. The goodwill is not deductible for tax purposes, and has been allocated to Impact BioMedical in totality as a single reporting unit. Impact BioMedical does not qualify for a separate reporting segment and is included in Corporate (see Note 18). |
Property Plant and Equipment
Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | NOTE 8 - PROPERTY PLANT AND EQUIPMENT Property, plant and equipment consisted of the following as of December 31: Estimated Useful Life 2020 2019 Machinery and equipment 5-10 years $ 6,944,000 $ 6,507,000 Building and improvements 39 years 1,976,000 1,962,000 Land 185,000 185,000 Furniture and fixtures 7 years 130,000 102,000 Software and websites 3 years 298,000 251,000 Total Cost 9,533,000 9,007,000 Less accumulated depreciation 5,387,000 4,679,000 Property, plant and equipment, net $ 4,146,000 $ 4,328,000 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 9 - INTANGIBLE ASSETS During 2020 and 2019, the Company spent approximately $0 and $10,000, respectively, on capitalized patent application costs. On March 5, 2019, the Company paid $350,000 and issued 130,435 shares of the Company’s common stock valued at $144,783 in conjunction with the signing of a Master Distributor Agreement with Advanced Cyber Security Corp. (“ACS”) for the Company to distribute ACS’s EndpointLockV™ cyber security software exclusively in thirteen countries in Asia and Australia, and non-exclusively, in the U.S. and Middle East. The aggregate cost of $494,783 of the agreement was recorded as an intangible asset to be amortized over the expected useful life of 36 months. On January 24, 2020 and April 8, 2020, the Company foreclosed on two separate note receivables with RBC Life Sciences, Inc. (see Note 4) during which the Company acquired $637,000 of intangible assets as settlement of the amounts owed. These assets are being amortized over their useful lives. On August 21, 2020, the Company completed its acquisition of Impact BioMedical, (see Note 7) during which the Company, based on valuations performed, acquired $22,260,000 of developed technology assets. These assets are not yet placed in service and will be amortized over a 20-year useful life when placed in service, which is expected to be during the year ended December 31, 2021. Intangible assets are comprised of the following: 2020 2019 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology assets 20 years $22,260,000 $ - $ 22,260,000 $ - $ - $ - Acquired intangibles customer lists, licenses and non-compete agreements 2-10 years 1,259,000 330,000 929,000 1,789,000 1,203,000 586,000 Acquired intangibles patents and patent rights 500,000 500,000 - 500,000 500,000 - Patent application costs Varied (1) 1,178,000 911,000 267,000 1,178,000 829,000 349,000 $ 25,197,000 1,741,000 $ 23,456,000 3,467,000 2,532,000 935,000 (1) Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of December 31, 2020, the weighted average remaining useful life of these assets in service was approximately 8.2 years. Amortization expense for the year ended December 31, 2020 amounted to approximately $374,000 ($461,000 –2019). Expected amortization for each of the five succeeding fiscal years is as follows: Year Amount 2021 1,389,000 2022 1,243,000 2023 1,169,000 2024 1,147,000 2025 1,161,000 |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt | NOTE 10 – 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 agreed to lend up to $1,200,000 to permit Premier Packaging to purchase equipment from time to time that it may need for use in its business. The aggregate principal balance outstanding under the Equipment Acquisition Line of Credit shall bear interest thereon at a per annum rate of 2% above the LIBOR Advantage Rate until the Conversion Date (as defined in the Term Note Non-Revolving Line of Credit). Effective on the Conversion Date, the interest shall be adjusted to a fixed rate equal to 2% above the bank’s Cost of Funds, as determined by Citizens. Current maturities of long-term debt are based on an estimated 48-month amortization which will be adjusted upon conversion. As of December 31, 2020 and December 31, 2019, the Term Note had a balance of $771,000 and $899,000 respectively. The Company pays a monthly amount of $13,000 in principal and interest. 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 which was converted into two term notes under which the Company will make monthly payments of $14,000 until November 30, 2023. Interest under the term notes is payable monthly at 5.37%. On December 31, 2019 this note had a balance of $577,000. On July 20, 2020 the Company paid off this note. Equipment Line of Credit Promissory Notes - The Citizens credit facilities to the Company’s subsidiary Premier Packaging, contain various covenants including fixed charge coverage ratio, tangible net worth and current ratio covenants which are tested annually at December 31. For the year ended December 31, 2020, Premier Packaging was in compliance with the annual covenants. On October 24, 2018, the Company’s subsidiary, DSS Asia Limited entered into a $100,000 unsecured promissory note with HotApps International Pte Ltd in conjunction with the acquisition of Guangzhou HotApps Technology Ltd., a Chinese subsidiary of HotApps International Pte Ltd, by DSS Asia Limited. The promissory note does not accrue interest and had a maturity date of October 24, 2020. This note was paid in full on October 9, 2020. On March 2, 2020, AMRE entered into a $200,000 unsecured promissory note with LVAM. The Note calls for interest to be paid annually on March 2 with interest fixed at 8.0%. As of December 31, 2020, accrued interest is included in the outstanding balance. If not paid sooner, the entire unpaid principal balance is due in full on March 2, 2022. As further incentive to enter into this Note, AMRE granted LVAM warrants to purchase shares of common stock of AMRE (the “Warrants”). The amount of the warrants granted is the equivalent of the Note Principal divided by the Exercise Price. The Warrants are exercisable for four years and are exercisable at $5.00 per share (the “Exercise” Price). The value of the warrants is not considered to be material. The holder is a related party owned by the Chairman of the Company’s board of directors. As of December 31, 2020, the new promissory note, inclusive of unpaid interest, had a balance of $214,000. During Q2 2020, the Company received loan proceeds for Premier Packaging, DSS Digital, and AAMI in the amount of approximately $1,078,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. These funds were used for payroll, benefits, rent, mortgage interest, and utilities. As of August 4, 2020, pursuant to the terms of the SBA PPP program, the Company submitted applications for Premier Packaging and DSS Digital for a requested 100% loan forgiveness. During the fourth quarter 2020, both these notes approximating $969,000 were forgiven in full and recognized as a gain on the extinguishment of debt on the accompanying consolidated financial statements as of December 31, 2020. AAMI, pursuant to the terms of the SBA PPP program, submitted its application for 100% loan forgiveness in October 2020, and received confirmation of forgiveness in January 2021. A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to December 31, 2020 are as follows: Year Amount 2021 $ 278,000 2022 439,000 2023 178,000 2024 185,000 2025 193,000 Thereafter 981,000 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | NOTE 11 – 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 or other similar proceedings that may be filed from time to time by defendants with the U.S. Patent & Trademark Office relating to the LED Patent Portfolio, with excess amounts available for general working capital needs. Of this amount, the Company allocated $2,500,000 which it subsequently adjusted to $1,500,000 for the payment of estimated future Inter Partes Review costs. The Company will reduce this liability as it pays legal and other expenses related to the Inter Partes Review matters involving the LED Patent Portfolio as incurred. As of December 31, 2020, an aggregate of $780,988 is recorded as other liabilities by the Company, of which $390,494 is classified as current. For the remaining $3,000,000 the Company reduced the liability with an offset to selling, general and administrative costs by $47,500 per month from January 2017 through July 2017, $80,000 per month for the remainder of 2017 through March 2018, $86,500 per month for the remainder of 2018, and through November of 2019. As of December 31, 2019, the liability has been fully amortized. An aggregate of $955,000 was recorded as a reduction of the liability allocated to working capital in 2019. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 12 - STOCKHOLDERS’ EQUITY Sales of Equity On February 18, 2019, the Company had entered into a Convertible Promissory Note with LiquidValue Development Pte Ltd ., a company owned and controlled by Mr. Heng Fai Ambrose Chan, DSS’s Chairman, in the principal sum of $500,000, of which up to $500,000 of the Principal Amount could be paid by the conversion of such amount into the Company’s common stock, par value $0.02 per share, up to a maximum of 14,881 shares of common stock (the “Maximum Conversion Amount”), at a conversion price of $33.60 per share. Effective on March 25, 2019, LiquidValue Development Pte Ltd exercised its conversion option and converted the Maximum Conversion Amount under the Note. On March 5, 2019, the Company issued 4,348 shares of its common stock at $34.50 per share as partial consideration for a licensing and distribution agreement entered into with Advanced Cyber Security Corp. On June 5, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., acting as representative of the several underwriters, which provided for the issuance and sale by the Company in an underwritten public offering (the “Offering”) and the purchase by the Underwriters of 373,333 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement, the shares were sold to the Underwriters at a public offering price of $15.00 per share, less certain underwriting discounts and commissions. As part of this transaction, 66,667 shares were purchased by Heng Fai Ambrose Chan, Chairman of the Board of directors. The Company also granted the Underwriters a 45-day option to purchase up to 1,680,000 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (17,306 shares were exercised on July 18, 2019 at $15.00 per share, less underwriting discounts and expenses). The net offering proceeds to the Company was approximately $5.0 million, inclusive of the July 18, 2019 transaction and after deducting underwriting discounts, commissions and other offering expenses. On November 1, 2019, pursuant to a Subscription Agreement, LiquidValue Development Pte LTD, a company owned and controlled by Mr. Heng Fai Ambrose Chan, DSS’s Chairman, purchased from the Company, in a private placement, and aggregate of 200,000 shares of common stock, for an above market purchase price equal to $9.00 per share (at the time of LiquidValues’ commitment, the closing stock price was $7.80 per share) for net proceeds to the Company of approximately $1.6 million after deducting underwriting discounts, commissions and other offering expenses. On February 20, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #1”) with Aegis Capital Corp. (the “Underwriter”), which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “Feb. 2020 Offering”), of 740,741 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement #1, the shares were sold to the Underwriter at a public offering price of $5.40 ($0.18 per shares pre-reverse stock split) per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 111,111 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Feb. 2020 Offering which were exercised. The net offering proceeds to the Company from the Feb. 2020 Offering were approximately $4 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The offering was closed on February 25, 2020. Heng Fai Ambrose Chan, the Chairman of the Company’s Board of Directors, purchased $2 million of shares in the Feb. 2020 Offering. On May 15, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #2”) with the Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “May 2020 Offering”), of 769,230 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement #2, the shares were sold to the Underwriter at a public offering price of $7.80 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 115,384 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the May 2020 Offering which was exercised. The net offering proceeds to the Company from the May 2020 Offering were approximately $6.2 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The May 2020 Offering was closed on June 26, 2020. On July 7, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #3”) with the Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “July 2020 Offering”), of 1,028,800 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement #3, the shares were sold to the Underwriter at a public offering price of $6.25 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 154,320 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the July 2020 Offering which was exercised. The net offering proceeds to the Company from the July 2020 Offering were approximately $6.7 million. The July 2020 Offering was closed on July 10, 2020. On July 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #4”) with the “Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “July 2020 Offering #2”), of 453,333 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement #4, the shares were sold to the Underwriter at a public offering price of $7.50 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 38,533 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the July 2020 Offering #2. The net offering proceeds to the Company from the July 2020 Offering #2 were approximately $3.3 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The initial July 2020 Offering #2 was closed on July 31, 2020, and the overallotment was exercised on August 7, 2020. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical, pursuant to a Share Exchange Agreement by and among the Company, DSS BioHealth, and related parties Alset Intl, and GBM which was previously approved by the Company’s shareholders (the “Share Exchange”). Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share, nominally valued at $6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock. In connection with the Share Exchange for Impact BioMedical described in Note 7, on August 18, 2020, the Company filed a Certificate of Amendment of its Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company, including 47,000 shares of Preferred Stock, with a par value of $0.02, of which 47,000 shares were designated Series A Preferred Stock. The Certificate of Amendment, the form of which was previously disclosed in a Schedule 14A Definitive Proxy Statement filed with the Securities and Exchange Commission on July 14, 2020. As described in Note 7, this transaction is a related party transaction. Holders of the Series A Preferred Stock have no voting rights, except as required by applicable law or regulation, and no dividends accrue or are payable on the Series A Preferred Stock. The holders of Series A Preferred Stock are entitled to a liquidation preference at a liquidation value of $1,000 per share aggregating to $46,868,000, and the Company has the right to redeem all or any portion of the then outstanding shares of Series A Preferred Stock, pro rata among all holders, at a redemption price per share equal to such liquidation value per share. The Series A Preferred Stock ranks senior to Common Stock and any other class of securities that is specifically designated as junior to the Series A Preferred Stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, in respect of a liquidation preference equal to its par value of $1,000. A holder of Series A Preferred Stock has the option to convert each share of Series A Preferred Stock into a number of common shares in the Company equal to the $1,000 liquidation preference divided by a conversion price of $6.48 or 154.32 shares subject to a Beneficial Ownership Limitation of 19.99%, as defined in the Share Exchange Agreement. Additionally, the Company has the option to require conversion of all outstanding Series A Preferred Stock into common stock at any time, subject to the Beneficial Ownership Limitation discussed. In aggregate the Series A Preferred Shares are convertible into 7,232,670 shares of the Company’s common stock at the date of issuance. The Company evaluated the classification of the Series A Preferred Shares under the guidance enumerated in ASC 470, 480, and 815 and determined that based on the features noted above the instruments are accounted for as permanent equity. On October 16, 2020, GBM converted 4,293 shares of the Series A Convertible Preferred Stock into 662,500 shares of the Company’s common A shares. Stock Warrants 2020 2019 Weighted Weighted Average Average Exercise Exercise Warrants Price Warrants Price Outstanding at January 1: 40,677 $ 33.52 47,671 $ 120.00 Granted during the year - - - Lapsed/terminated (4,163 ) 30 (6,994 ) 623 Outstanding at December 31: 36,514 $ 33.92 40,677 $ 33.52 Exercisable at December 31: 36,514 $ 33.92 40,677 $ 33.52 Weighted average months remaining 9.9 8.7 The Company did not issue any warrants in 2020 or 2019. Stock Options On December 9, 2019, the Company’s shareholders adopted the 2020 Employee, Director and Consultant Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the issuance of up to a total of 241,204 shares of common stock authorized to be issued for grants of options, restricted stock and other forms of equity to employees, directors and consultants. Under the terms of the 2020 Plan, options granted thereunder may be designated as options which qualify for incentive stock option treatment (“ISOs”) under Section 422A of the Internal Revenue Code, or options which do not qualify (“NQSOs”). The following is a summary with respect to options outstanding as of December 31, 2020 and 2019 and activity during the years then ended: 2020 2019 Number of Options Weighted Average Exercise Price Weighted Average life Remaining (Years) Number of Options Weighted Average Exercise Price Weighted Average life Remaining (Years) Outstanding at January 1, 19,264 $ 150.30 26,089 $ 199.80 Granted - - - - Lapsed/terminated - - (6,825 ) 231.00 Outstanding at December 31, 19,264 $ 150.30 2.2 19,264 $ 150.30 3.2 Exercisable at December 31, 19,264 $ 150.30 2.2 13,625 $ 195.00 3.5 Expected to vest at December 31, - $ 150.30 2.2 5,639 $ 42.90 3.4 Aggregate intrinsic value of outstanding options at December 31, $ - $ - Aggregate intrinsic value of exercisable options at December 31, $ - $ - Aggregate intrinsic value of options expected to vest at December 31, $ - $ - The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes-Merton Option Pricing Model. The Company estimates the expected volatility of the Company’s common stock at the grant date using the historical volatility of the Company’s common stock over the most recent period equal to the expected stock option term. The aggregate grant date fair value of options that vested during 2020 and 2019 was approximately $100,000 and $104,000, respectively. There were no options exercised during 2020 or 2019. Restricted Stock On September 6, 2019, the Company issued an aggregate of 7,477 shares of fully vested restricted stock to members of the Company’s management team of with a two-year lock-up period and had an aggregated grant date fair value of approximately $94,000 which is included in stock based compensation for the year ended December 31, 2019. On April 3, 2020, the Company issued an aggregate of 5,833 shares of fully vested restricted stock to members of the Company’s management team of with a two-year lock-up period and had an aggregated grant date fair value of approximately $38,000 which is included in stock based compensation for the year ended December 31, 2020. Stock-Based Compensation In July 2019, by unanimous written consent, the Board of Directors authorized the Company to issue individual stock grants of the Company’s common stock, pursuant to the Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, to certain officers and directors in the amount of 15,291 shares, at $12.60 per share which were immediately vested and issued on September 6, 2019. 7,477 of these shares where were fully vested restricted stock to members of the Company’s management team of with a two-year lock-up period. On April 3, 2020, by unanimous written consent, the Board of Directors authorized the Company to issue individual stock grants of the Company’s common stock, pursuant to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan, to certain managers and directors in the amount of 8,900 shares, at $6.60 per share which were immediately vested and issued. 5,800 of these shares where were fully vested restricted stock to members of the Company’s management team with a two-year lock-up period. On June 4, 2020, the Company entered into an agreement with an investor relations firm to provide services over a 14-month period in exchange for 21,000 shares of common stock. The shares were issued on the date of the agreement and were valued by the Company at $210,000. The value assigned to the shares is included in other assets on the accompanying consolidated balance sheets and will be expensed as marketing expense as it is earned. On September 23, 2020, by written consent of the Chief Executive Officer and the Chairman of the board, the Company to issue individual stock grants of the Company’s common stock, pursuant to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan, to a consultant of the Company in the amount of 20,000 shares, at $4.48 per share which were immediately vested. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 - INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred tax assets are reduced, if deemed necessary, by a valuation allowance for the amount of tax benefits which are not expected to be realized. The following is a summary of the components giving rise to the income tax provision (benefit) for the years ended December 31: The provision (benefit) for income taxes consists of the following: 2020 2019 Currently payable: Federal $ - $ - State 5,000 - Total currently payable 5,000 - Deferred: Federal 582,000 (367,000 ) State (22,000 ) (125,000 ) Foreign (125,000 ) (117,000 ) Total deferred 435,000 (609,000 ) Less: (decrease) increase in allowance (2,214,000 ) 484,000 Net deferred (1,779,000 ) (125,000 ) Total income tax benefit $ (1,774,000 ) $ (125,000 ) Individual components of deferred tax assets and liabilities are as follows: 2020 2019 Deferred tax assets: Net operating loss carry forwards $ 13,852,000 $ 11,189,000 Equity issued for services 192,000 169,000 Goodwill and other intangibles 0 676,000 Investment in pass-through entity 12,000 12,000 Deferred revenue 183,000 182,000 Operating Lease Liability 47,000 284,000 Other 605,000 376,000 Gross deferred tax assets 14,891,000 12,888,000 Deferred tax liabilities: Goodwill and other intangibles 4,668,000 29,000 Unrealized gains 2,599,000 - Right -of-use asset 47,000 284,000 Gross deferred tax liabilities 7,314,000 313,000 Less: valuation allowance (11,076,000 ) (12,619,000 ) Net deferred tax liabilities $ (3,499,000 ) $ (44,000 ) The 2017 Tax Cuts and Jobs Act repeals the corporate alternative minimum tax (AMT) and permits existing minimum tax credits carryovers to offset the regular tax liability for any tax year. Further, the credit is refundable for any tax year beginning after December 31, 2017 and before December 31, 2020 in an amount equal to 50 percent of the excess of the minimum tax credit over regular liability. Any remaining credit will be fully refundable for the year ended December 31, 2021. As of December 31, 2020 and 2019, the Company had $0 and $46,000 respectively of minimum tax credit included in prepaids and other current assets in the accompanying consolidated balance sheet. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The legislation significantly changed U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Act permanently reduced the U.S. corporate income tax rate from a maximum of 35% to a 21% rate, effective January 1, 2018 Pretax losses from the Company’s foreign subsidiaries amounted to $.4 million and $1.5 million for 2020 and 2019, respectively. The balance of pretax earnings or loss for each of those years were domestic. While the Tax Cuts and Jobs Act provides for a territorial tax system, beginning in 2018, it includes the foreign-derived intangible income (“FDII”) and global intangible low-taxed income (“GILTI”) provisions. The Company elected to account for GILTI tax in the period in which it is incurred. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings from its Controlled Foreign Corporations (“CFCs”) in excess of an allowable return on the foreign subsidiary’s tangible assets. The FDII provisions allow for a deduction equal to a percentage of the foreign-derived intangible income of a domestic corporation. As a result of these provisions, the Company did not have any additional tax expense or benefit from either GILTI or FDII. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the economic uncertainty resulting from the COVID-19 pandemic. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income based laws, some of which were enacted as part of the Tax Cuts and Jobs Act of 2017 (“TCJA”). Some of the key changes include eliminating the 80% of taxable income limitation by allowing corporate entities to fully utilize NOLs to offset taxable income in 2018, 2019 and 2020, allowing NOLs originating in 2018, 2019 and 2020 to be carried back five years, enhanced interest deductibility, and retroactively clarifying the immediate recovery of qualified improvement property costs rather than over a 39-year recovery period. During the year ended December 31, 2020, the Company was not able to benefit from these provisions. The Company will continue to monitor additional guidance issued and assess the impact that various provisions will have on its business. At December 31, 2020 and 2019, the Company has approximately $56.7 million and $50.0 million in federal net operating loss carryforwards (“NOLs”), respectively, available to reduce future taxable income. Under the provisions of the Internal Revenue Code, the net operating losses are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Certain tax attributes are subject to an annual limitation as a result of certain cumulative changes in ownership interest of significant shareholders which could constitute a change of ownership as defined under Internal Revenue Code Section 382. The Company has completed a full analysis of historical ownership changes and determined that a portion of the net operating losses have a limitation on future deductibility. Approximately $43.8 million of net operating losses incurred prior to 2020 will be unable to offset future taxable income and have been reserved via a valuation allowance to reduce the deferred tax asset to the expected realizable amount, leaving $2.9M available for use which expire at various dates through 2038 and the residual which never expire. Additionally, at December 31, 2020 and 2019, the Company had approximately $6.9 million and $5.5 million, and $2.2 million and $1.4 million, of California and Illinois NOL carry-forwards, respectively, which expire through 2039. The NOL carry-forwards may be limited in certain circumstances, including ownership change and have been fully reserved via a valuation allowance. The valuation allowance for deferred tax assets decreased approximately $1,543,000 (net of $671,000 acquired with Impact BioMedical) in the year ended December 31, 2020 and increased by approximately $484,000 in the year ended December 31, 2019. The decrease in the current year valuation allowance and subsequent increase in the deferred tax liability is driven by several factors and is represented in the below table: Balance at December 31, 2019 $ 44,000 Add: Acquisition of Impact BioMedical 5,234,000 Current year activity 435,000 Less: Release of valuation allowance 2,214,000 Balance at December 31, 2020 $ 3,499,000 The differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated statements of operations are as follows: 2020 2019 Statutory United States federal rate 21.0 % 21.00 % State income taxes net of federal benefit (9.3 )% 3.3 % Permanent differences 2.0 % (1.6 )% Other (8.3 )% (1.3 )% Non-controlling interest (70.5 )% - % Foreign taxes 7.3 % (1.1 )% PPP loan forgiveness (142.2 )% - % Stock based compensation 22.4 % -% Executive compensation 485.2 % Change in valuation allowance (1547.5 )% (16.3 )% Effective rate (1,239.9 )% 4.00 % The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2020 and 2019, the Company recognized no interest and penalties. The Company files income tax returns in the U.S. federal jurisdiction and various states. The tax years 2017-2020 generally remain open to examination by major taxing jurisdictions to which the Company is subject. |
Defined Contribution Pension Pl
Defined Contribution Pension Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Defined Contribution Pension Plan | NOTE 14 - DEFINED CONTRIBUTION PENSION PLAN The Company maintains a qualified employee savings plans (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code and which covers all eligible employees. Employees generally become eligible to participate in the 401(k) Plan two months following the employee’s hire date. Employees may contribute a percentage of their earnings, subject to the limitations of the Internal Revenue Code. Commencing on January 1, 2018, the Company matched 100% of the first 1% of employee contributions, then 50% of additional contributions up to an aggregate maximum match of 3.5%. The total matching contributions for 2020 and 2019 were approximately $117,000 and $123,000, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES The Company has operating leases predominantly for operating facilities. As of December 31, 2020, the remaining lease terms on our operating leases range from seven to sixteen months. DSS Plastics Group which finalized the sale of its assets on August 14, 2020 is not included in the lease liability calculation (see Note 16). Renewal options to extend our leases have not been exercised due to uncertainty. Termination options are not reasonably certain of exercise by the Company. There is no transfer of title or option to purchase the leased assets upon expiration. There are no residual value guarantees or material restrictive covenants. There are no significant finance leases as of December 31, 2020. Rent expense for the year ended December 31, 2020 and December 31, 2019 was approximately $217,000 and $255,000 respectively. Future minimum lease payments as of December 31,2020 are as follows: Totals 2021 176,000 2022 13,000 2023 - 2024 - Total lease payments 189,000 Less: Imputed Interest (7,000 ) Present value of remaining lease payments $ 182,000 Current $ 167,000 Noncurrent $ 15,000 Weighted-average remaining lease term (years) 1.05 Weighted-average discount rate 4.0 % Employment Agreements Legal Proceedings The Apple Litigation 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. The Federal Circuit affirmed its decision on July 12, 2018, when it denied Apple’s petition for panel rehearing of the Federal Circuit’s Opinion and Judgment issued on March 23, 2018. On July 27, 2018, the District Court judge lifted the Stay resuming the litigation, which had a trial date set for the week of February 24, 2020. On January 14, 2020, the Court in the case DSS Technology Management, Inc. v. Apple, Inc., 4:14-cv-05330-HSG pending in the Northern District of California issued an order that denied DSS’ motion to amend its infringement contentions. In the same Order, the Court granted Apple’s motion to strike DSS’ infringement expert report. DSS filed a motion for leave to file a motion for reconsideration of the Court’s order denying DSS the right to amend its infringement contentions and motion to strike DSS infringement expert report. On February 18, 2020, the Court denied DSS’s motion for leave to file a motion for reconsideration. On February 24, 2020, the Court signed a Final Judgment stipulating that Apple was “entitled to a judgment of non-infringement of U.S. Patent No. 6,128,290 as a matter of law.” On March 10, 2020 DSS filed an appeal of this Final Judgment to the United States Court of Appeals for the Federal Circuit under DSS Technology Management v. Apple, Federal Circuit Docket no. 2020-1570. Briefing on the appeal has been completed. The parties are currently waiting for the Court of Appeals to schedule a date for oral argument. The LED Litigation 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 judgment 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. On December 3, 2017, Seoul Semiconductor filed an IPR challenging the validity of certain claims of U.S. Patent No. 6,949,771. This IPR was instituted by the PTAB on June 7, 2018. On April 18, 2019, the PTAB issued a written decision determining claims 1-9 of the ‘771 patent unpatentable. The Company did not appeal that determination. On December 21, 2017, Seoul Semiconductor filed an IPR challenging the validity of certain claims of U.S. Patent No. 7,256,486. This IPR was instituted by the PTAB on June 21, 2018. On June 10, 2019, the PTAB issued a written decision determining claims 1-3 of the ‘486 patent unpatentable. On August 12, 2019, the Company filed a Notice of Appeal with the Federal Circuit Court of Appeals challenging the PTAB’s decisions. The Company subsequently filed a motion to vacate and remand the PTAB’s decision in light of intervening precedent under the Appointments Clause. That motion was granted on January 23, 2020. On January 25, 2018, Seoul Semiconductor filed an IPR challenging the validity of certain claims of U.S. Patent No. 7,524,087. This IPR was instituted by the PTAB on July 27, 2018. On July 22, 2019, the PTAB issued a written decision determining claims 1, 6-8, 15, and 17 of the ‘087 patent unpatentable. On September 23, 2019, the Company filed a Notice of Appeal with the Federal Circuit Court of Appeals challenging the PTAB’s decisions. The Company subsequently filed a motion to vacate and remand the PTAB’s decision in light of intervening precedent under the Appointments Clause. That motion was granted on February 3, 2020. These challenged patents are the patents that are the subject matter of the infringement lawsuit, which is pending but stayed pending the outcome of the IPR proceedings. 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 judgment 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 June 6, 2018, Cree filed an IPR petition challenging the validity of claims under U.S. Patent No. 7,256,486. This IPR was instituted and joined with the Seoul Semiconductor IPR. On June 7, 2018, Cree filed IPR petitions challenging the validity of certain claims U.S. Patent Nos. 7,524,087 and 6,949,771. Both IPRs were denied by the PTAB on November 14, 2018 as time barred. The challenged patent is the patent that is the subject matter of the infringement lawsuit, which is pending but stayed pending the outcome of the IPR. On August 15, 2017, the Company filed a patent infringement lawsuit against Lite-On, Inc., and Lite-On Technology Corporation (collectively, “Lite-On”) 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 judgment for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. The case is currently pending but is stayed pending the outcome of IPR proceedings filed by other parties. On December 7, 2017, DSS 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 DSS’s LED patents. The Company is seeking a judgment 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 May 10, 2018, Nichia filed an IPR petition challenging the validity of claims under U.S. Patent No. 7,919,787. On May 11, 2018, Nichia filed an IPR petition challenging the validity of claims under U.S. Patent No. 7,652,297. On May 25, 2018, Nichia filed an IPR petition challenging the validity of claims under U.S. Patent No. 7,524,087. On May 29, 2018, Nichia filed an IPR petition challenging the validity of claims under U.S. Patent No. 6,949,771. On May 30, 2018, Nichia filed an IPR petition challenging the validity of claims under U.S. Patent No. 7,256,486. The 6,949,771 IPR was denied institution, but the remaining IPRs were instituted by the PTAB. On December 10, 2018, Nichia refiled IPRs relating to 6,949,771, which was denied by the PTAB on April 15, 2019. These challenged patents are the patents that are the subject matter of the infringement lawsuit, which is pending but stayed pending the outcome of the IPR proceedings. On September 17, 2019, the PTAB issued a written decision determining claims 1-14 of the ‘787 patent unpatentable. The Company did not appeal that determination. On October 30, 2019, the PTAB issued a written decision determining claims 1-17 of the ‘297 patent unpatentable. The Company did not appeal that determination. On November 19, 2019, the PTAB issued a written decision determining claims 1-5 of the ‘486 patent unpatentable. The Company has appealed that determination to the U.S. Court of Appeals for the Federal Circuit. That appeal is now fully briefed. The Court of Appeals has not yet set the matter for argument. On September 18, 2019, DSS filed a patent infringement lawsuit against Seoul Semiconductor Co., Ltd. and Seoul Semiconductor Inc. in the United States District Court for the Central District of California alleging infringement of U.S. Patent No. 7,315,119. The Company is seeking a judgment for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. The Court has conducted an initial scheduling conference and has set a procedural schedule for the case. On May 18, 2020, Seoul Semiconductor filed an IPR petition challenging the validity of claims 1-7 of the patent. The District Court has entered a stay of the District Court proceedings pending the outcome of the IPR petition. The IPR petition was instituted on November 20, 2020 and remains pending. On September 19, 2019, DSS filed a patent infringement lawsuit against Cree, Inc. in the United States District Court for the Central District of California alleging infringement of U.S. Patent No. 6,784,460. The Company 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 11, 2020, Cree filed an IPR petition challenging the validity of the patent claims. On September 1, 2020, the PTAB instituted the IPR proceeding. The District Court has conducted an initial scheduling conference and has set a procedural schedule for the case. The District Court has entered a stay of the District Court proceedings pending the outcome of the IPR petition, which remains pending. On September 20, 2019, DSS filed a patent infringement lawsuit against Nichia Corp. and Nichia America Corp. in the United States District Court for the Central District of California alleging infringement of U.S. Patent No. 6,879,040. The Company is seeking a judgment for infringement of the patents along with other relief including, but not limited to, money damages, costs and disbursements. The Court has conducted an initial scheduling conference and has set a procedural schedule for the case. On May 18, 2020, Nichia filed an IPR petition challenging the validity of claims 1-4, 8, and 11 of the patent. The District Court has entered a stay of the District Court proceedings pending the outcome of the IPR petition. On November 17, 2020, the PTAB instituted the IPR proceeding, which remains pending. The Intel, Apple Litigation On November 20, 2019, DSS Technology Management was sued in the United States District Court, Northern District of California, by Intel Corporation (“Intel”) and Apple Inc. (“Apple”). The other defendants in the litigation are Fortress Investment Group LLC, Fortress Credit Co. LLC, Uniloc 2017 LLC, Uniloc USA, INC., Uniloc Luxembourg S.A.R.L., VLSI Technology LLC, INVT SPE LLC, Inventergy Global, INC., IXI IP, LLC, and Seven Networks, LLC. The complaint includes allegations regarding a February 13, 2014 Investment Agreement between DSS Technology Management and Fortress Credit Co. LLC as well as two subsequent agreements. The complaint also contains allegations regarding DSS Technology Management’s lawsuit against Intel that was filed in February 2015 in the United States District Court, Eastern District of Texas (referred to below). In the complaint, Intel and Apple allege violations of Section 1 of the Sherman Act and unfair competition under Cal. Bus. & Prof. Code § 17200 against DSS Technology Management. Additional claims are alleged against other defendants. Intel and Apple seek relief from the court including that defendants’ conduct be declared a violation of Section 1 of the Sherman Act, Section 7 of the Clayton Act, and Cal. Bus. & Prof. Code § 17200, et seq.; that Intel and Apple recover damages against defendants in an amount to be determined and multiplied to the extent provided by law, including under Section 4 of the Clayton Act; that all contracts or agreements defendants entered into in violation of the Sherman Act, Clayton Act, or Cal. Bus. & Prof. Code § 17200, et seq. be declared void and the patents covered by those transfer agreements be transferred back to the transferors; that all patents transferred to defendants in violation of the Sherman Act, Clayton Act, or Cal. Bus. & Prof. Code § 17200, et seq. be declared unenforceable; and that Intel and Apple recover their costs and expenses associated with this case, together with interest. DSS Technology Management responded to the complaint on February 4, 2020 by filing a motion to dismiss and strike the complaint as well as a motion to stay discovery. The court granted the motion to stay discovery on March 25, 2020. A hearing on the motion to dismiss and to strike the complaint was reset for July 8, 2020. On July 8, 2020 the court granted DSS’s motion to dismiss, and while the order allowed the Plaintiffs leave to amend their complaint, it did dismiss with prejudice claims against DSS based on the patents asserted by DSS that were part of the complaint. On August 4, 2020, Apple and Intel filed a first amended complaint, in which DSS is no longer named as a defendant and upon which we believe the case is closed as to DSS. The Ronaldi Litigation In April 2019 DSS commenced an action in New York State Supreme Court, Monroe County, Index No. E2019003542, against Jeffrey Ronaldi, our former Chief Executive Officer. This New York action seeks a declaratory judgment that, contrary to informal claims made by him, Mr. Ronaldi’s employment agreement with us expired by its terms and that he is not entitled to any cash bonuses or other unpaid amounts. The lawsuit also seeks an injunction against Mr. Ronaldi from interfering with any of DSS’ IP litigation. Mr. Ronaldi subsequently commenced an action against DSS in the Superior Court of California, County of San Diego, on November 8, 2019, under case number 37-2019-00059664-CU-CO-CTL, in which he alleged that DSS terminated his employment in April 2019 in order to avoid paying him certain employment-related amounts. DSS was successful in dismissing the California case and consolidating it with the action pending in Monroe County, New York. Mr. Ronaldi asserted counterclaims in the Monroe County, New York action similar to those he originally brought in California. Mr. Ronaldi claims that his termination violated an alleged employment agreement or implied-in-fact employment agreement and that he should have remained employed through 2019. Mr. Ronaldi seeks to recover: (i) $144,657.53 in wages from April 11, 2019 through December 31, 2019; (ii) $769.23 in alleged unpaid based salary for time worked before April 11, 2019; (iii) $15,384.62 in alleged paid time off compensation; (iv) $3,076.93 in alleged unpaid sick time compensation; (v) $26,076.93 in waiting-time penalties; (vi) -$91,000 in unspecified expense reimbursement; (vii) $300,000 in alleged cash bonuses ($100,000 per year) based on DSS’s performance in 2017, 2018 and 2019; and (viii) a $450,000 performance bonus based on the result of certain alleged net proceeds from patent infringement litigation. He further claims an interest in any recovery in DSS Technology Management v. Apple, Inc., Case No. 4:14-cf05330-HSG. The parties are now engaged in discovery. Additionally, on March 2, 2020 DSS and DSSTM filed a second litigation action against Jeffrey Ronaldi in the State of New York, Supreme Court, County of Monroe, Document Security Systems, Inc. and DSS Technology Management, Inc. vs. Jeffrey Ronaldi, Index No.: 2020002300, alleging acts of self-dealing and conflicts of interest while he served as CEO of both DSS and DSS TM. Mr. Ronaldi filed a Notice of Removal of this civil litigation to the United States District Court for the Western District of New York where it was assigned Case No. 6:20-cv-06265-EAW. Mr. Ronaldi filed a motion seeking to compel DSS to advance his legal fees to defend the action, which motion was fully briefed as of June 30, 2020 and remains pending and undecided. On March 16, 2021 the Western District of New York granted Mr. Ronaldi’s motion to have his defense costs advanced to him during the pendency of the action as they are incurred. On March 26, 2021 Mr. Ronaldi applied to the court for reimbursement of $160,896.25 in legal fees. The Company intends to object to the size of that bill as it was based on out-of-town billing rates and the result of an excessive number of hours spent on litigation. The parties are awaiting the court’s scheduling of the status conference for the management of all pretrial activities and set a tentative date for trial, however, due to discovery disputes the Court has signaled its intent to extend those deadlines. Maiden Biosciences Litigation On February 15, 2021, Maiden Biosciences, Inc. (“Maiden”) commenced an action against Document Security Stems, Inc. (“DSS”), Decentralized Sharing Systems, Inc. (“Decentralized”), HWH World, Inc. (“HWH”), RBC Life International, Inc., RBC Life Sciences, Inc (“RBC”)., Frank D. Heuszel (“Heuszel”), Steven E. Brown, Clinton Howard, and Andrew Howard (collectively, “Defendants”). The lawsuit is currently pending in the United States District Court Northern District of Texas, Dallas Division, and is styled and numbered Maiden Biosciences, Inc. v. Document Security Stems, Inc., et al., Case No. 3:21-cv-00327. This lawsuit relates to two promissory notes executed by RBC in the 4 th Pursuant to an agreement with Maiden, the deadline for Defendants DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel to answer or otherwise respond is March 30, 2021. The pretrial deadlines and tentative trial date will be set by the Court following a customary status conference. 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 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 16 – DISCONTINUED OPERATIONS As a result of the insufficient cash flows from the operations of Plastic Printing Professionals, Inc. as well as the disruption of our business from the COVID-19 pandemic, on April 20, 2020, the Company executed a nonbinding letter of intent with a buyer for substantially all the assets of this business line. with an intent to exit this business line. As a result, management has decided to fully impair its goodwill related to DSS Plastics. The impact to DSS’s first quarter earnings of this impairment was approximately $685,000. On August 14, 2020, the Company entered into a final Asset Purchase Agreement and the Company terminated its production and office personnel and maintained only a few employees to assist in and facilitate the sale of its assets. The financial results for these subsidiaries have been presented as discontinued operations in the accompanying consolidated financial statements. The consideration paid to the Company under the Asset Purchase Agreement for the sale of the assets included a one-time cash payment of $683,000 and an additional contingent earn-out payment of an aggregate amount of up to $517,000 based on future quarterly gross revenue of the business to be conducted by the buyer with the sold assets. Consistent with the Company’s policy for accounting for gain contingencies, the earn out will be recorded when determined realizable which did not occur during the twelve-months ended December 31, 2020. As of December 31, 2020, the Company has recognized $390,000 of this earn out in Loss from Discontinued Operations. The net effect of all assets disposed of is a net loss of $111,000 These amounts are included in Loss from Discontinued Operations. Included in its Right-of-use assets is the lease of the Company’s facility in Brisbane, Ca. The intent is to sublease this property for a value equal to or in excess of the current payments and therefore, not impairment of this asset is deemed necessary at December 31, 2020. The following tables show the major classes of assets and liabilities held for sale and results of operations of the discontinued operation. DOCUMENT SECURITY SYSTEMS, INC. AND SUBSIDIARIES Consolidated Balance Sheets– Assets and Liabilities Held for Sale December 31, December 31, 2020 2019 ASSETS Current assets: Inventory $ - $ 342,000 Total current assets - 342,000 Property, plant and equipment, net - 732,000 Right-of-use assets 744,000 1,081,000 LIABILITIES Current liabilities: Current portion of lease liability 240,000 274,000 Total current liabilities 240,000 274,000 Long term lease liability 505,000 807,000 DOCUMENT SECURITY SYSTEMS, INC. AND SUBSIDIARIES Consolidated Statements of Operations - Discontinued Operations For the Year Ended December 31, 2020 2019 Revenue: Printed products $ 1,602,000 $ 3,860,000 Total revenue 1,602,000 3,860,000 Costs and expenses: Cost of revenue, exclusive of depreciation and amortization 1,636,000 2,260,000 Selling, general and administrative (including stock based compensation) 1,054,000 1,609,000 Depreciation and amortization 152,000 254,000 Impairment of goodwill 685,000 - Total costs and expenses 3,527,000 4,123,000 Operating loss (1,925,000 ) (263,000 ) Other income (expense): Interest expense (22,000 ) (32,000 ) Gain on disposition of business 279,000 - Income (loss) before income taxes (1,668,000 ) (295,000 ) Income tax expense (benefit) - - Income (loss) from discontinued operations (1,668,000 ) (295,000 ) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | NOTE 17 - SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the years ended December 31: 2020 2019 Cash paid for interest $ 185,000 $ 128,000 Non-cash investing and financing activities: Impact of adoption of lease accounting standards $ - $ 1,616,000 Gain from change in fair value of interest rate swap derivatives $ - $ 7,000 Common stock issued upon conversion of convertible note $ - $ 500,000 Equity issued to purchase intangible assets $ - $ 145,000 Common A Shares issued for prepaid marketing services $ 210,000 $ - Common A Shares issued for Impact BioMedical $ 3,132,000 $ - Non-controlling interest related to Impact BioMedical $ 3,910,000 $ - Series A Preferred Shares issued for Impact BioMedical $ 35,187,000 $ - Notes receivable settled for assets in lieu of cash $ 838,000 $ - |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 18 - SEGMENT INFORMATION The Company’s eight businesses lines are organized, managed and internally reported as four reportable operating segments. Premier Packaging operates in the paper board folding carton, smart packaging, and document security printing markets. It markets, manufactures, and sells mailers, photo sleeves, sophisticated custom folding cartons, and complex 3-dimensional direct mail solutions designed to provide functionality, marketability, and sustainability to product packaging while providing counterfeit protection and consumer engagement platform. Digital Group researches, develops, markets, and sells the Company’s digital products worldwide. As an industry leader in brand authentication services, our solutions leverage functional anti-counterfeiting features and cutting-edge technologies to satisfy commercial and consumer product needs for branding, intelligent packaging, and marketing. Digital’s primary product is AuthentiGuard®, which is a brand authentication application that integrates the Company’s counterfeit deterrent technologies with proprietary digital data security-based solutions. IP Technology Management Inc., manages, licenses, and acquires intellectual property 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. Direct Marketing/Online Sales Group provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized sharing marketplaces. Direct specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing. Approximate information concerning the Company’s operations by reportable segment for years ended December 31, 2020 and 2019 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: Year Ended December 31, 2020 Premier Packaging Digital Group IP Technology Management Direct Marketing / Online Sales Corporate Total Revenue $ 13,300,000 $ 2,085,000 $ - $ 2,326,000 $ - $ 17,411,000 Depreciation and amortization 736,000 38,000 69,000 28,000 213,000 1,084,000 Interest expense 102,000 15,000 - - 68,000 185,000 Stock based compensation 12,000 45,000 - - 131,000 188,000 Income tax benefit - - - - 1,774,000 1,774,000 Net income (loss) from continuing operations 1,329,000 838,000 (350,000 ) (2,495,000 ) 3,764,000 3,086,000 Capital expenditures 260,000 11,000 - 49,000 5,000 325,000 Identifiable assets 10,715,000 817,000 - 2,775,000 77,612,000 91,919,000 Year Ended December 31, 2019 Premier Packaging Digital Group IP Technology Management Direct Marketing / Online Sales Corporate Total Revenue $ 13,230,000 $ 2,148,000 $ - $ - $ 172,000 $ 15,550,000 Depreciation and amortization 904,000 33,000 82,000 - 132,000 1,151,000 Interest expense 96,000 7,000 - - 22,000 125,000 Stock based compensation 17,000 81,000 - - 324,000 422,000 Income tax benefit - - - - 125,000 125,000 Net income (loss) from continuing operations 311,000 (579,000 ) (475,000 ) - (1,852,000 ) (2,595,000 ) Capital expenditures 819,000 24,000 - - 104,000 947,000 Identifiable assets 10,425,000 924,000 58,000 - 8,739,000 20,146,000 International revenue, which consists of sales to customers with operations in Canada, Western Europe, Latin America, Africa, the Middle East and Asia comprised 9.0% of total revenue for 2020 (2.0% - 2019). Revenue is allocated to individual countries by customer based on where the product is shipped. The Company had no long-lived assets in any country other than the United States for any period presented. The following tables disaggregate our business segment revenues by major source: Printed Products Revenue Information: Twelve months ended December 31, 2020 Packaging Printing and Fabrication $ 11,782,000 Commercial and Security Printing 1,218,000 Total Printed Products $ 13,000,000 Twelve months ended December 31, 2019 Packaging Printing and Fabrication $ 12,071,000 Commercial and Security Printing 1,159,000 Total Printed Products $ 13,230,000 Technology Sales, Services and Licensing Revenue Information: Twelve months ended December 31, 2020 Information Technology Sales and Services $ 152,000 Digital Authentication Products and Services 1,503,000 Royalties from Licensees 430,000 Total Printed Products $ 2,085,000 Twelve months ended December 31, 2019 Information Technology Sales and Services $ 189,000 Digital Authentication Products and Services 1,414,000 Royalties from Licensees 545,000 Total Printed Products $ 2,148,000 Direct Marketing Twelve months ended December 31, 2020 Direct Marketing Internet Sales $ 2,326,000 Total Direct Marketing $ 2,326,000 Twelve months ended December 31, 2019 Direct Marketing Internet Sales $ 172,000 Total Direct Marketing $ 172,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19 – SUBSEQUENT EVENTS On March 22, 2021 Premier Packaging was awarded an incentive package from New York State and Empire State Development and its Excelsior Jobs Program valued at up to $700,000 in connection with Premier’s proposed expansion plans within the state. This incentive will take the form of tax credits to be utilized beginning in 2022 through 2031. On March 16, 2021, American Medical REIT, Inc. received loan proceeds in the amount of approximately $110,000 under the Paycheck Protection Program (“PPP”) with a fixed rate of 1% and a 60-month maturity term. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. These funds were used for payroll, benefits, rent, mortgage interest, and utilities. On March 15, 2021, the Company, through one of its subsidiaries, entered into a Stock Purchase Agreement (the “Agreement”) with Vivacitas Oncology Inc. (“Vivacitas”), to purchase 500,000 shares of its common stock at the per share price of $1.00, with an option to purchase 1,500,000 additional shares a the per share price of $1.00. This option will terminate upon one of the following events: (i) The Seller’s board of directors cancels this option because it is no longer in the best interest of the Company; (ii) December 31, 2021; or (iii) the date on which the Seller receives more than $1.00 per share of the Company’s common stock in a private placement with gross proceeds of $500,000. Under the terms of the Agreement, the Company will be allocated two seats on the board of Vivacitas. On March 18, 2021, the Company entered into an agreement to with Alset EHome International, Inc. (“Seller”) indirectly the Seller’s wholly owned subsidiary Impact Oncology PTE Ltd. to purchase 2,480,000 shares of common stock of Vivacitas for a purchase price $2,480,000. This agreement includes an option to purchase an additional 250,000 shares of common stock. As a result of these two transactions, the Company will have an approximate 10.2% equity position in Vivacitas. The Sellers largest shareholder is Mr. Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors and its largest shareholder. On March 12, 2021, the Company entered into a binder letter of intent with Sharing Services Global Corporation (“SHRG”) whereas the Company will sell specific assets to SHRG. The purchase price is to be established by a third-party appraiser mutually agreed up. Under the terms of this agreement, SHRG at its option, may pay the purchase price via (i) shares of SHRG Common A stock at a conversion rate calculated at a 30-day VWAP, (if shares are available), (ii) a 1 yr. convertible note which at the Seller’s option may be converted into Common A shares at a conversion rate calculated at a 30-day VWAP (if shares are available), or paid in US$ or (iii) in US dollars at closing. On February 25, 2021, the Company entered into a binding letter of intent with Sharing Service Global Corporation (“SHRG), where the Company is to loan $30 million to SHRG in the form of a Convertible Promissory Note (the “SHRG Note”). This three-year SHRG Note accrues interest annual at 8% and contains a 10% origination fee. Both the first year’s interest and the origination fee are payable at closing in the form of SHRG shares at a conversion rate of $0.20 per share. All or a part of the outstanding SHRG Note balance can be converted at the sole discretion of DSS at a conversion rate of $0.20 per share. This Note also contains detachable warrants, exercisable at DSS’s option, of 150,000,000 shares of SHRG’s Class A common stock with an exercise price of $0.22. On February 4, 2021, the Company entered into an underwriting agreement (the “Feb. 2021 Underwriting Agreement”) with Aegis Capital Corp., as representative of the underwriters named therein, which provided for the issuance and sale by the Company and the purchase by the underwriters, in a firm commitment underwritten public offering (the “Feb. 2021 Offering”), of 12,319,346 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Feb. 2021 Underwriting Agreement, the shares were sold at a public offering price of $2.80 per share, less certain underwriting discounts and commissions. The Company also granted the underwriters a 45-day option to purchase up to 1,847,901 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Feb. 2021 Offering, which over-allotment option was exercised in full on February 9, 2021. The net offering proceeds to the Company from the Feb. 2021 Offering are approximately $36.14 million, including the exercise of the underwriter’s over-allotment option, and after deducting estimated underwriting discounts and commissions and other estimated offering expenses. On February 3 , On January 19, 2021, the Company entered into an underwriting agreement, as amended by Amendment No. 1 effective as of January 19, 2021 (the “Jan. 2021 Underwriting Agreement”), with Aegis Capital Corp., as representative of the underwriters, which provided for the issuance and sale by the Company and the purchase by the underwriters, in a firm commitment underwritten public offering (the “Jan. 2021 Offering”), of 6,666,666 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Jan. 2021 Underwriting Agreement, the shares were offered in a public offering at a price of $3.60 per share, less certain underwriting discounts and commissions. The Company also granted the underwriters a 45-day option to purchase up to 1,000,000 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Jan. 2021 Offering. This overallotment was exercised in full. The net offering proceeds to the Company from the Jan. 2021 Offering are approximately $24.9 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses. On January 6, 2021, the Company Alset International Limited (“Alset Singapore”), a company formed under the laws of Singapore, Health Wealth Happiness Pte. Ltd. (“HWH”), a Singaporean company and wholly-owned subsidiary of Alset Singapore, and HWH World Inc. (“HWH World”), a company registered and formed under the laws of South Korea and wholly-owned subsidiary of HWH, entered into a binding term sheet (the “HWH Term Sheet”), pursuant to which, subject to the due diligence on HWH World, necessary approvals and consents, and the terms and conditions to be set forth in the Definitive Agreement (as defined below), the Company will acquire and purchase all of the outstanding equity interest in HWH World (the “HWH Transaction”) for a consideration of the lesser of $14.8 million or the value of HWH World assessed by a third-party valuation company (the “Purchase Price”). The HWH Term Sheet provided that the Company shall have the option to pay the Purchase Price in i) cash, or ii) shares of the Company’s common stock at the per share price equivalent to the average closing price of the common stock for a period of five (5) trading days prior to January 6, 2021. In accordance with the HWH Term Sheet, the parties thereto (the “Parties”) shall enter into a definitive share exchange agreement (the “Definitive Agreement”) for the Transaction within three (3) months from the date of the HWH Term Sheet or at a later date as mutually agreed by the Parties in writing and complete the Transaction within six (6) months therefrom or at a later date as mutually agreed by the Parties in writing. The HWH Term Sheet is legally binding and shall terminate upon the earlier of 1) six months from January 6, 2021, 2) mutual agreement by all the Parties on the termination, or 3) the execution of the Definitive Agreement for the Transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications |
Cash Equivalents | Cash Equivalents - |
Accounts Receivable | Accounts Receivable |
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 and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost. |
Inventory | Inventory |
Investment | Investments For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 6 for further discussion on investments. |
Property, Plant and Equipment | Property, Plant and Equipment |
Goodwill | Goodwill - |
Intangible Assets | Intangible Assets |
Long-Lived Assets | Long-Lived Assets |
Related Party Liabilities | Related Party Liabilities |
Reverse Stock Split | Reverse Stock Split |
Revenue | Revenue As of December 31, 2020, 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. |
Costs of Revenue | Costs of revenue - |
Shipping and Handling Costs | Shipping and Handling Costs |
Share-based Payments | Share-Based Payments |
Sales Commissions | Sales Commissions |
Contingent Legal Expenses | Contingent Legal Expenses - |
Research and Development | Research and Development |
Income Taxes | Income Taxes |
Comprehensive Income (loss) | Comprehensive Income (Loss) |
Earnings Per Common Share | Earnings Per Common Share |
Concentration of Credit Risk | Concentration of Credit Risk During 2020, two customers accounted for 38% of our consolidated revenue. As of December 31, 2020, these two customers accounted for 60% of our consolidated trade accounts receivable balance. As of December 31, 2019, these two customers accounted for 45% of our consolidated revenue and 48% of our consolidated trade accounts receivable balance. |
Business Combinations | Business Combinations |
Discontinued Operations | Discontinued Operations |
Newly Adopted and Recent Accounting Pronouncements | Newly Adopted and Recent Accounting Pronouncements 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 is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019 and has been adopted by the Company effective January 1, 2020. In February 2016, the FASB issued ASU No. 2016-02 and its related amendments which introduced Leases (Topic 842, or “ASC 842”), a new comprehensive lease accounting model that supersedes the current lease guidance under Leases (Topic 840). The new accounting standard requires lessees to recognize right-of-use (“ROU”) assets and corresponding lease liabilities for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. In July 2018, the FASB added a transition option for implementation that allows companies to continue to use the legacy guidance in ASC 840, Leases, including its disclosure requirements, in the comparative periods presented in the year of adoption. The Company adopted the guidance effective January 1, 2019. The Company elected the transition package of three practical expedients permitted under the transition guidance and elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption, without a restatement of prior periods. Further, the Company elected a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less). As a result of the adoption, the Company adjusted its beginning balance as of January 1, 2019 by recording operating lease ROU asset and liabilities through a cumulative-effect adjustment. The adoption impacted the accompanying consolidated balance sheet but did not have an impact on the consolidated statements of operations and comprehensive income (loss). At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding ROU assets upon lease commencement using a discount rate based on a credit adjusted secured borrowing rate commensurate with the term of the lease. The Company records lease liabilities within current or noncurrent liabilities based upon the length of time associated with the lease payments. The operating lease ROU assets includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any, and are recorded as noncurrent assets. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the accompanying consolidated balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The impact of the adoption of ASC 842 on the accompanying consolidated balance sheet as of January 1, 2019 was a right-of-use asset and a lease liability of approximately $1,443,800. |
Impact of COVID-19 Outbreak | Impact of COVID-19 Outbreak |
Continuing Operations and Going Concern | Continuing Operations and Going Concern To continue as a going concern, during the twelve months ended December 31, 2020, the Company through multiple underwriting agreements with Aegis Capital Corp. (“Aegis”), acting as representative of the several underwriters, provided the issuance and sale by the Company in an underwritten public offering shares of the Company’s common stock. The net offering proceeds to the Company approximated $20.2 million. Also, through two separate public offerings underwritten by Aegis during the first quarter of 2021, the Company received net proceeds of approximately $61.0 million. The Company’s management intends to take actions necessary to continue as a going concern. Management’s plans concerning these matters includes, among other things, continued growth among our operating segments, and tightly controlling operating costs and reducing spending growth rates wherever possible to return to profitability. In addition, the Company has taken steps, and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels. During the twelve months ended December 31, 2020, steps were taken to materially reduce or eliminate cash burns in the IP Monetization program, the DSS Digital Group and the DSS Plastics group. At the Company’s current operating levels and capital usage, we believe that without any further acquisition or investments, our $5.2 million in aggregate cash, and cash equivalents, as of December 31, 2020, along with the $61.0 million raised during the first quarter of 2021, would allow us to fund our nine business lines current and planned operations through March 2022. Based on this, the Company has concluded that substantial doubt of its ability to continue as a going concern has been alleviated |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31: 2020 2019 Finished Goods $ 1,544,000 $ 756,000 Work in Process 280,000 246,000 Raw Materials 131,000 364,000 $ 1,955,000 $ 1,366,000 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cash and Marketable Securities by Significant Investment Category | The following tables show the Company’s cash and marketable securities by significant investment category as of December 31, 2020 and December 31, 2019: 2020 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investments Cash and cash equivalents $ 1,733,000 $ - $ 1,733,000 $ 1,733,000 $ - $ - Level 1 Money Market Funds 3,493,000 - 3,493,000 3,493,000 - - Marketable Securities 5,641,000 3,495,000 9,136,000 - 9,136,000 - Level 2 Warrants 700,000 356,000 1,056,000 - - 1,056,000 Total $ 11,567,000 $ 3,851,000 $ 15,418,000 $ 5,226,000 $ 9,136,000 $ 1,056,000 2019 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investment Cash and cash equivalents $ 1,096,000 $ - $ 1,096,000 $ 1,096,000 $ - $ - Level 1 Money Market Funds - - - - - - Marketable Securities - - - - - - Level 2 Warrants - - - - - - Total $ 1,096,000 $ - $ 1,096,000 $ 1,096,000 $ - $ - |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Sharing Services Global Corp [Member] | |
Schedule of Operating Result | The following table represents SHRG operating results for the six-months ended October 31, 2020: Net sales $ 41,339,507 Gross profit $ 30,390,874 Operating earnings $ 1,265,192 Earnings before income taxes $ 1,113,971 Income tax provision $ (355,991 ) Net earnings $ 757,980 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisition, Pro Forma Information | The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of Impact Biomedical as if the acquisition took place on January 1, 2019. The pro forma consolidated results include the impact of certain adjustments. 2020 Unaudited 2019 Unaudited Sales $ 17,411,000 $ 15,550,000 Net income (loss) attributed to common stockholders $ 1,219,000 $ (3,343,000 ) Basic earnings per share $ 0.30 $ (2.51 ) Diluted earnings per share $ 0.11 $ (0.39 ) |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of December 31: Estimated Useful Life 2020 2019 Machinery and equipment 5-10 years $ 6,944,000 $ 6,507,000 Building and improvements 39 years 1,976,000 1,962,000 Land 185,000 185,000 Furniture and fixtures 7 years 130,000 102,000 Software and websites 3 years 298,000 251,000 Total Cost 9,533,000 9,007,000 Less accumulated depreciation 5,387,000 4,679,000 Property, plant and equipment, net $ 4,146,000 $ 4,328,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following: 2020 2019 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology assets 20 years $22,260,000 $ - $ 22,260,000 $ - $ - $ - Acquired intangibles customer lists, licenses and non-compete agreements 2-10 years 1,259,000 330,000 929,000 1,789,000 1,203,000 586,000 Acquired intangibles patents and patent rights 500,000 500,000 - 500,000 500,000 - Patent application costs Varied (1) 1,178,000 911,000 267,000 1,178,000 829,000 349,000 $ 25,197,000 1,741,000 $ 23,456,000 3,467,000 2,532,000 935,000 (1) Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of December 31, 2020, the weighted average remaining useful life of these assets in service was approximately 8.2 years. |
Schedule of Estimated Future Amortization of Intangible Assets | Expected amortization for each of the five succeeding fiscal years is as follows: Year Amount 2021 1,389,000 2022 1,243,000 2023 1,169,000 2024 1,147,000 2025 1,161,000 |
Short Term and Long-Term Debt (
Short Term and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Long-Term Debt | A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to December 31, 2020 are as follows: Year Amount 2021 $ 278,000 2022 439,000 2023 178,000 2024 185,000 2025 193,000 Thereafter 981,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Stock Warrants 2020 2019 Weighted Weighted Average Average Exercise Exercise Warrants Price Warrants Price Outstanding at January 1: 40,677 $ 33.52 47,671 $ 120.00 Granted during the year - - - Lapsed/terminated (4,163 ) 30 (6,994 ) 623 Outstanding at December 31: 36,514 $ 33.92 40,677 $ 33.52 Exercisable at December 31: 36,514 $ 33.92 40,677 $ 33.52 Weighted average months remaining 9.9 8.7 |
Summary of Stock Option Activity Under Stock Option and Incentive Plans | The following is a summary with respect to options outstanding as of December 31, 2020 and 2019 and activity during the years then ended: 2020 2019 Number of Options Weighted Average Exercise Price Weighted Average life Remaining (Years) Number of Options Weighted Average Exercise Price Weighted Average life Remaining (Years) Outstanding at January 1, 19,264 $ 150.30 26,089 $ 199.80 Granted - - - - Lapsed/terminated - - (6,825 ) 231.00 Outstanding at December 31, 19,264 $ 150.30 2.2 19,264 $ 150.30 3.2 Exercisable at December 31, 19,264 $ 150.30 2.2 13,625 $ 195.00 3.5 Expected to vest at December 31, - $ 150.30 2.2 5,639 $ 42.90 3.4 Aggregate intrinsic value of outstanding options at December 31, $ - $ - Aggregate intrinsic value of exercisable options at December 31, $ - $ - Aggregate intrinsic value of options expected to vest at December 31, $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The provision (benefit) for income taxes consists of the following: 2020 2019 Currently payable: Federal $ - $ - State 5,000 - Total currently payable 5,000 - Deferred: Federal 582,000 (367,000 ) State (22,000 ) (125,000 ) Foreign (125,000 ) (117,000 ) Total deferred 435,000 (609,000 ) Less: (decrease) increase in allowance (2,214,000 ) 484,000 Net deferred (1,779,000 ) (125,000 ) Total income tax benefit $ (1,774,000 ) $ (125,000 ) |
Schedule of Deferred Tax Assets and Liabilities | Individual components of deferred tax assets and liabilities are as follows: 2020 2019 Deferred tax assets: Net operating loss carry forwards $ 13,852,000 $ 11,189,000 Equity issued for services 192,000 169,000 Goodwill and other intangibles 0 676,000 Investment in pass-through entity 12,000 12,000 Deferred revenue 183,000 182,000 Operating Lease Liability 47,000 284,000 Other 605,000 376,000 Gross deferred tax assets 14,891,000 12,888,000 Deferred tax liabilities: Goodwill and other intangibles 4,668,000 29,000 Unrealized gains 2,599,000 - Right -of-use asset 47,000 284,000 Gross deferred tax liabilities 7,314,000 313,000 Less: valuation allowance (11,076,000 ) (12,619,000 ) Net deferred tax liabilities $ (3,499,000 ) $ (44,000 ) |
Schedule of Changes in Deferred Tax Liabilities | The decrease in the current year valuation allowance and subsequent increase in the deferred tax liability is driven by several factors and is represented in the below table: Balance at December 31, 2019 $ 44,000 Add: Acquisition of Impact BioMedical 5,234,000 Current year activity 435,000 Less: Release of valuation allowance 2,214,000 Balance at December 31, 2020 $ 3,499,000 |
Schedule of Effective Income Tax Rate Reconciliation | The differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated statements of operations are as follows: 2020 2019 Statutory United States federal rate 21.0 % 21.00 % State income taxes net of federal benefit (9.3 )% 3.3 % Permanent differences 2.0 % (1.6 )% Other (8.3 )% (1.3 )% Non-controlling interest (70.5 )% - % Foreign taxes 7.3 % (1.1 )% PPP loan forgiveness (142.2 )% - % Stock based compensation 22.4 % -% Executive compensation 485.2 % Change in valuation allowance (1547.5 )% (16.3 )% Effective rate (1,239.9 )% 4.00 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Operating Leases | Future minimum lease payments as of December 31,2020 are as follows: Totals 2021 176,000 2022 13,000 2023 - 2024 - Total lease payments 189,000 Less: Imputed Interest (7,000 ) Present value of remaining lease payments $ 182,000 Current $ 167,000 Noncurrent $ 15,000 Weighted-average remaining lease term (years) 1.05 Weighted-average discount rate 4.0 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following tables show the major classes of assets and liabilities held for sale and results of operations of the discontinued operation. DOCUMENT SECURITY SYSTEMS, INC. AND SUBSIDIARIES Consolidated Balance Sheets– Assets and Liabilities Held for Sale December 31, December 31, 2020 2019 ASSETS Current assets: Inventory $ - $ 342,000 Total current assets - 342,000 Property, plant and equipment, net - 732,000 Right-of-use assets 744,000 1,081,000 LIABILITIES Current liabilities: Current portion of lease liability 240,000 274,000 Total current liabilities 240,000 274,000 Long term lease liability 505,000 807,000 DOCUMENT SECURITY SYSTEMS, INC. AND SUBSIDIARIES Consolidated Statements of Operations - Discontinued Operations For the Year Ended December 31, 2020 2019 Revenue: Printed products $ 1,602,000 $ 3,860,000 Total revenue 1,602,000 3,860,000 Costs and expenses: Cost of revenue, exclusive of depreciation and amortization 1,636,000 2,260,000 Selling, general and administrative (including stock based compensation) 1,054,000 1,609,000 Depreciation and amortization 152,000 254,000 Impairment of goodwill 685,000 - Total costs and expenses 3,527,000 4,123,000 Operating loss (1,925,000 ) (263,000 ) Other income (expense): Interest expense (22,000 ) (32,000 ) Gain on disposition of business 279,000 - Income (loss) before income taxes (1,668,000 ) (295,000 ) Income tax expense (benefit) - - Income (loss) from discontinued operations (1,668,000 ) (295,000 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information for the years ended December 31: 2020 2019 Cash paid for interest $ 185,000 $ 128,000 Non-cash investing and financing activities: Impact of adoption of lease accounting standards $ - $ 1,616,000 Gain from change in fair value of interest rate swap derivatives $ - $ 7,000 Common stock issued upon conversion of convertible note $ - $ 500,000 Equity issued to purchase intangible assets $ - $ 145,000 Common A Shares issued for prepaid marketing services $ 210,000 $ - Common A Shares issued for Impact BioMedical $ 3,132,000 $ - Non-controlling interest related to Impact BioMedical $ 3,910,000 $ - Series A Preferred Shares issued for Impact BioMedical $ 35,187,000 $ - Notes receivable settled for assets in lieu of cash $ 838,000 $ - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Operations by Reportable Segment | Approximate information concerning the Company’s operations by reportable segment for years ended December 31, 2020 and 2019 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: Year Ended December 31, 2020 Premier Packaging Digital Group IP Technology Management Direct Marketing / Online Sales Corporate Total Revenue $ 13,300,000 $ 2,085,000 $ - $ 2,326,000 $ - $ 17,411,000 Depreciation and amortization 736,000 38,000 69,000 28,000 213,000 1,084,000 Interest expense 102,000 15,000 - - 68,000 185,000 Stock based compensation 12,000 45,000 - - 131,000 188,000 Income tax benefit - - - - 1,774,000 1,774,000 Net income (loss) from continuing operations 1,329,000 838,000 (350,000 ) (2,495,000 ) 3,764,000 3,086,000 Capital expenditures 260,000 11,000 - 49,000 5,000 325,000 Identifiable assets 10,715,000 817,000 - 2,775,000 77,612,000 91,919,000 Year Ended December 31, 2019 Premier Packaging Digital Group IP Technology Management Direct Marketing / Online Sales Corporate Total Revenue $ 13,230,000 $ 2,148,000 $ - $ - $ 172,000 $ 15,550,000 Depreciation and amortization 904,000 33,000 82,000 - 132,000 1,151,000 Interest expense 96,000 7,000 - - 22,000 125,000 Stock based compensation 17,000 81,000 - - 324,000 422,000 Income tax benefit - - - - 125,000 125,000 Net income (loss) from continuing operations 311,000 (579,000 ) (475,000 ) - (1,852,000 ) (2,595,000 ) Capital expenditures 819,000 24,000 - - 104,000 947,000 Identifiable assets 10,425,000 924,000 58,000 - 8,739,000 20,146,000 |
Schedule of Disaggregation of Revenue | The following tables disaggregate our business segment revenues by major source: Printed Products Revenue Information: Twelve months ended December 31, 2020 Packaging Printing and Fabrication $ 11,782,000 Commercial and Security Printing 1,218,000 Total Printed Products $ 13,000,000 Twelve months ended December 31, 2019 Packaging Printing and Fabrication $ 12,071,000 Commercial and Security Printing 1,159,000 Total Printed Products $ 13,230,000 Technology Sales, Services and Licensing Revenue Information: Twelve months ended December 31, 2020 Information Technology Sales and Services $ 152,000 Digital Authentication Products and Services 1,503,000 Royalties from Licensees 430,000 Total Printed Products $ 2,085,000 Twelve months ended December 31, 2019 Information Technology Sales and Services $ 189,000 Digital Authentication Products and Services 1,414,000 Royalties from Licensees 545,000 Total Printed Products $ 2,148,000 Direct Marketing Twelve months ended December 31, 2020 Direct Marketing Internet Sales $ 2,326,000 Total Direct Marketing $ 2,326,000 Twelve months ended December 31, 2019 Direct Marketing Internet Sales $ 172,000 Total Direct Marketing $ 172,000 |
Description of Business (Detail
Description of Business (Details Narrative) - $ / shares | Oct. 16, 2020 | Aug. 21, 2020 | Jul. 18, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | Aug. 18, 2020 | Mar. 03, 2020 |
Common stock, par value | $ 0.02 | $ .02 | ||||||
Shares issued price per share | $ 15 | |||||||
Number of newly issued shares | 17,306 | |||||||
DSS Securities, Inc. [Member] | ||||||||
Equity ownership percentage | 70.00% | |||||||
Impact BioMedical, Inc. [Member] | ||||||||
Shares issued under the term of share exchange | 483,334 | |||||||
Common stock, par value | $ 0.02 | |||||||
Shares issued price per share | $ 6.48 | |||||||
Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Equity ownership percentage | 19.99% | |||||||
Shares issued under the term of share exchange | 662,500 | 46,868 | ||||||
Impact BioMedical, Inc. [Member] | Share Exchange Agreement [Member] | ||||||||
Equity ownership percentage | 100.00% | |||||||
Shares issued under the term of share exchange | 483,334 | |||||||
Common stock, par value | $ 0.02 | |||||||
Shares issued price per share | 6.48 | |||||||
Impact BioMedical, Inc. [Member] | Share Exchange Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Shares issued price per share | $ 1,000 | |||||||
Number of newly issued shares | 46,868 | |||||||
AMRE Asset Management Inc. [Member] | ||||||||
Equity ownership percentage | 52.50% | |||||||
American Medical Reit Inc. [Member] | ||||||||
Equity ownership percentage | 93.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | May 04, 2020 | Jun. 05, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Significant Accounting Policies [Line Items] | ||||||
Reserve for doubtful accounts | $ 25,000 | $ 41,000 | ||||
Inventory reserve | ||||||
Depreciation expense | 710,000 | 690,000 | ||||
Goodwill | 26,862,000 | 2,454,000 | ||||
Impairment of goodwill | 685,000 | |||||
Reverse split stock | 1-for-30 reverse stock split | |||||
Research and development | $ 210,000 | 12,000 | ||||
Refund on development costs | 33,000 | |||||
Weighted average outstanding, shares | 1,082,000 | |||||
Right-of-use assets | $ 182,000 | 144,000 | $ 1,443,800 | |||
Lease liability | 182,000 | $ 1,443,800 | ||||
Cash | 5,200,000 | |||||
Working capital | 3,600,000 | |||||
Aggregate cash and cash equivalents | $ 5,226,000 | $ 1,096,000 | ||||
Subsequent Event [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Increase decrease cash and cash equivalents | $ 6,100,000 | |||||
Two Customers [Member] | Sales Revenue, Goods, Net [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration of credit risk, percentage | 38.00% | 45.00% | ||||
Two Customers [Member] | Accounts Receivable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration of credit risk, percentage | 60.00% | 48.00% | ||||
Preferred Stock | ||||||
Significant Accounting Policies [Line Items] | ||||||
Weighted average diluted, assumed conversion of preferred shares | 47,000 | |||||
Common Stock [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of shares converted into common shares | 7,233,000 | |||||
HWH Korea [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Due from related party | $ 1,100,000 | |||||
Premier Packaging Corp [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Goodwill | $ 1,768,600 | |||||
Alset International Limited [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of shares owned | 127,179,000 | |||||
Aegis Capital Corp [Member] | Underwriting Agreement [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Weighted average outstanding, shares | 2,471,000 | |||||
Proceeds from net offering | $ 5,000,000 | $ 20,200,000 | ||||
Aegis Capital Corp [Member] | Underwriting Agreement [Member] | Forecast [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Proceeds from net offering | $ 6,100,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 1,544,000 | $ 756,000 |
Work in Process | 280,000 | 246,000 |
Raw Materials | 131,000 | 364,000 |
Inventory | $ 1,955,000 | $ 1,366,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Nov. 11, 2019 | Oct. 10, 2019 | Oct. 09, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 30, 2020 | Apr. 08, 2020 |
Debt instrument interest rate percentage | 1.00% | |||||||
Outstanding principal and interest | $ 529,000 | $ 507,000 | ||||||
Debt principal amount | 844,000 | 200,000 | ||||||
Property plant and equipment | 4,146,000 | 4,328,000 | ||||||
Other intangible assets | 23,456,000 | 935,000 | ||||||
Notes Receivable [Member] | ||||||||
Property plant and equipment | $ 201,000 | |||||||
Other intangible assets | $ 637,000 | |||||||
Secured Convertible Notes [Member] | ||||||||
Convertible debt | $ 200,000 | |||||||
Debt instrument interest rate percentage | 6.00% | |||||||
Debt maturity date | Nov. 11, 2019 | |||||||
Newly issued common stock shares percentage | 75.00% | |||||||
Century TBD Holdings, LLC [Member] | ||||||||
Convertible debt | $ 500,000 | |||||||
Debt conversion percentage | 19.80% | |||||||
Debt instrument interest rate percentage | 6.00% | |||||||
Debt maturity date | Oct. 9, 2021 | |||||||
West Park Capital, Inc [Member] | Note and Stock Exchange Agreement [Member] | ||||||||
Equity ownership percentage | 7.50% | |||||||
RBC Life Sciences, Inc [Member] | Second Note [Member] | ||||||||
Convertible debt | $ 800,000 | |||||||
Debt instrument interest rate percentage | 10.00% | |||||||
Debt maturity date | Nov. 11, 2024 | |||||||
Equity ownership percentage | 100.00% | |||||||
Newly issued common stock shares percentage | 100.00% | |||||||
Debt principal amount | $ 82,000 | |||||||
Advances amount | $ 518,000 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Marketable Securities by Significant Investment Category (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Adjusted Cost | $ 11,567,000 | $ 1,096,000 |
Unrealized Gain/(Loss) | 3,851,000 | |
Fair Value | 15,418,000 | 1,096,000 |
Cash and Cash Equivalents | 5,226,000 | 1,096,000 |
Current Marketable Securities | 9,136,000 | |
Investments | 1,056,000 | |
Level 2 [Member] | Warrant [Member] | ||
Adjusted Cost | 700,000 | |
Unrealized Gain/(Loss) | 356,000 | |
Fair Value | 1,056,000 | |
Cash and Cash Equivalents | ||
Current Marketable Securities | ||
Investments | 1,056,000 | |
Cash and Cash Equivalents [Member] | ||
Adjusted Cost | 1,733,000 | 1,096,000 |
Unrealized Gain/(Loss) | ||
Fair Value | 1,733,000 | 1,096,000 |
Cash and Cash Equivalents | 1,733,000 | 1,096,000 |
Current Marketable Securities | ||
Investments | ||
Money Market Funds [Member] | Level 1 [Member] | ||
Adjusted Cost | 3,493,000 | |
Unrealized Gain/(Loss) | ||
Fair Value | 3,493,000 | |
Cash and Cash Equivalents | 3,493,000 | |
Current Marketable Securities | ||
Investments | ||
Marketable Securities [Member] | Level 1 [Member] | ||
Adjusted Cost | 5,641,000 | |
Unrealized Gain/(Loss) | 3,495,000 | |
Fair Value | 9,136,000 | |
Cash and Cash Equivalents | ||
Current Marketable Securities | 9,136,000 | |
Investments |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Dec. 19, 2020 | Sep. 10, 2020 | Aug. 28, 2020 | Jul. 22, 2020 | Jun. 25, 2020 | Jul. 18, 2019 | Oct. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2018 |
Purchase of warrants | 127,179,311 | ||||||||||||
Warrant exercise price per share | $ 0.029 | $ 0.029 | |||||||||||
Number of warrant exercised | 1,291,000 | ||||||||||||
Warrants percentage | 7.00% | ||||||||||||
Unrealized gain (loss) on investments | $ 3,851,000 | ||||||||||||
Issuance of common stock, net, shares | 17,306 | ||||||||||||
Number of common stock issued, value | $ 20,196,000 | $ 7,304,000 | |||||||||||
Unrealized gains on marketable securities | 10,609,000 | ||||||||||||
Amortization of intangible assets | 374,000 | 461,000 | |||||||||||
Fair value of investment | $ 15,418,000 | 15,418,000 | 1,096,000 | ||||||||||
Other investments | 1,788,000 | 1,788,000 | 2,154,000 | ||||||||||
Shares issued price per share | $ 15 | ||||||||||||
Chan Heng Fai Ambrose Member] | |||||||||||||
Warrants outstanding | $ 700,000 | ||||||||||||
Fair value of warrants | $ 1,056,000 | ||||||||||||
Other investments | $ 356,000 | $ 356,000 | |||||||||||
Sharing Services Global Corp. [Member] | |||||||||||||
Acquistion of common shares | 20,250,000 | ||||||||||||
Acquistion of average purchase price | $ 0.09 | $ 0.09 | |||||||||||
Acquistion ownership percentage | 32.60% | 32.60% | |||||||||||
Unrealized gains on marketable securities | $ 6,800,000 | ||||||||||||
Acquistion of intangible assets and goodwill | $ 10,200,000 | 10,200,000 | |||||||||||
Amortization of intangible assets | |||||||||||||
Fair value of investment | $ 14,774,000 | $ 14,774,000 | |||||||||||
Sharing Services Global Corp [Member] | |||||||||||||
Acquistion ownership percentage | 17.00% | ||||||||||||
Sharing Services Global Corp [Member] | Forecast [Member] | |||||||||||||
Unrealized gain (loss) on investments | $ 604,000 | ||||||||||||
Class A Common Stock Member] | |||||||||||||
Acquistion of common shares | 13,957,378 | ||||||||||||
Acquistion of average purchase price | $ 0.06 | $ 0.06 | |||||||||||
Class A Common Stock Member] | Chan Heng Fai Ambrose Member] | |||||||||||||
Purchase of warrants | 10,000,000 | ||||||||||||
Warrant exercise price per share | $ 0.20 | ||||||||||||
Issuance of common stock, net, shares | 30,000,000 | ||||||||||||
Warrants outstanding | $ 3,000,000 | ||||||||||||
Acquistion of intangible assets and goodwill | $ 9,200,000 | ||||||||||||
Class A Common Stock Member] | Sharing Services Global Corp [Member] | |||||||||||||
Acquistion ownership percentage | 20.00% | 20.00% | |||||||||||
Issuance of common stock, net, shares | 62,417,593 | 64,207,378 | |||||||||||
Number of common stock issued, value | $ 11,300,000 | ||||||||||||
Alset International Limited [Member] | |||||||||||||
Number of shares owned | $ 21,196,552 | $ 21,196,552 | |||||||||||
Purchase of warrants | 105,982,759 | ||||||||||||
Warrant exercise price per share | $ 0.0298 | ||||||||||||
Number of warrant exercised | 61,977,577 | ||||||||||||
Total cost of warrant | $ 1,829,000 | ||||||||||||
Investment at cost, less impairment | $ 2,154,000 | ||||||||||||
Alset International Limited [Member] | Singapore, Dollars [Member] | |||||||||||||
Warrant exercise price per share | $ 0.040 | ||||||||||||
Singapore eDevelopment Limited [Member] | |||||||||||||
Marketable securities | $ 6,830,000 | $ 6,830,000 | |||||||||||
Unrealized gain (loss) on investments | $ 3,384,200 | ||||||||||||
DSS Securities, Inc. [Member] | |||||||||||||
Acquistion ownership percentage | 14.90% | ||||||||||||
Number of common stock issued, value | $ 100,000 | ||||||||||||
Outstanding membership interest | 10.00% | ||||||||||||
Acquistion description | The Company's wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation ("ATC"). DSS Securities, Inc. shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process. ATC have initiated or have pending applications to do business in a number of states, including Texas, Tennessee, Connecticut, Florida, and Illinois. For the purpose of organization and the state application process, the Company's CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture. | ||||||||||||
DSS Securities, Inc. [Member] | Subsequent Event [Member] | |||||||||||||
Acquistion ownership percentage | 24.90% | ||||||||||||
BioMed Technologies Asia Pacific Holdings Limited [Member] | Subscription Agreement [Member] | |||||||||||||
Acquistion ownership percentage | 4.99% | ||||||||||||
Shares purchased during period | 525 | ||||||||||||
Shares purchased during period, value | $ 630,000 |
Investments - Schedule of Opera
Investments - Schedule of Operating Result (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net sales | $ 17,411,000 | $ 15,550,000 | |
Operating earnings | (10,747,000) | (2,617,000) | |
Earnings before income taxes | 1,312,000 | (2,720,000) | |
Income tax provision | 1,774,000 | (125,000) | |
Net earnings | $ 1,418,000 | $ (2,889,000) | |
Sharing Services Global Corp. [Member] | |||
Net sales | $ 41,339,507 | ||
Gross profit | 30,390,874 | ||
Operating earnings | 1,265,192 | ||
Earnings before income taxes | 1,113,971 | ||
Income tax provision | (355,991) | ||
Net earnings | $ 757,980 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Oct. 16, 2020 | Aug. 21, 2020 | Mar. 03, 2020 | Jul. 18, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 18, 2020 |
Common stock, par value | $ 0.02 | $ .02 | |||||
Debt instrument interest rate percentage | 1.00% | ||||||
Debt principal amount | $ 844,000 | $ 200,000 | |||||
Warrant exercise price per share | $ 0.029 | ||||||
Shares issued price per share | $ 15 | ||||||
Non-controlling interest | $ 3,430,000 | ||||||
Issuance of common stock, net, shares | 17,306 | ||||||
Issuance of common stock, net | $ 20,196,000 | $ 7,304,000 | |||||
Goodwill | 26,862,000 | 2,454,000 | |||||
Deferred tax liabilities | 3,499,000 | $ 44,000 | |||||
Amortization of deferred charges | |||||||
Impact BioMedical, Inc. [Member] | |||||||
Common stock, par value | $ 0.02 | ||||||
Shares issued during acquisition | 483,334 | ||||||
Shares issued price per share | $ 6.48 | ||||||
Cost attributable to non-controlling interest | $ 51,000 | ||||||
Deferred tax liabilities | 5,234,000 | ||||||
Impact BioMedical, Inc. [Member] | Goodwill [Member] | |||||||
Goodwill | 25,093,000 | ||||||
Impact BioMedical, Inc. [Member] | Development Technology [Member] | |||||||
Intangible assets acquired | 22,260,000 | ||||||
Impact BioMedical, Inc. [Member] | Patents [Member] | |||||||
Intangible assets acquired | $ 3,910,000 | ||||||
Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Shares issued during acquisition | 662,500 | 46,868 | |||||
Equity ownership percentage | 19.99% | ||||||
Maximum [Member] | Impact BioMedical, Inc. [Member] | |||||||
Equity ownership percentage | 100.00% | ||||||
Minimum [Member] | Impact BioMedical, Inc. [Member] | |||||||
Equity ownership percentage | 63.60% | ||||||
IPO [Member] | |||||||
Initial public offering percentage | 50.00% | ||||||
IPO [Member] | Maximum [Member] | |||||||
Shares issued price per share | $ 10 | ||||||
AMRE Asset Management Inc. [Member] | |||||||
Equity ownership percentage | 52.50% | ||||||
Incurred cost | $ 900,000 | ||||||
Non-controlling interest | $ 430,000 | ||||||
American Medical Reit Inc. [Member] | |||||||
Equity ownership percentage | 93.00% | ||||||
Singapore eDevelopment Limited [Member] | |||||||
Equity ownership percentage | 82.00% | ||||||
Term Sheet [Member] | LiquidValue Asset Management Pte Ltd [Member] | |||||||
Equity ownership percentage | 35.00% | ||||||
Term Sheet [Member] | AMRE Tennessee, LLC [Member] | |||||||
Equity ownership percentage | 12.50% | ||||||
Term Sheet [Member] | American Medical Reit Inc. [Member] | |||||||
Debt instrument interest rate percentage | 8.00% | 8.00% | |||||
Debt maturity date | Mar. 3, 2022 | ||||||
Debt principal amount | $ 800,000 | ||||||
Number of warrant to purchase shares of common stock | 160,000 | ||||||
Warrant exercise price per share | $ 5 | ||||||
Warrant expiration date | Mar. 3, 2024 | ||||||
Unsecured promissory note | $ 200,000 | ||||||
Term Sheet [Member] | AMRE Asset Management Inc. [Member] | |||||||
Number of ordinary shares subscribed | 5,250 | ||||||
Common stock, par value | $ 0.01 | ||||||
Value of ordinary shares subscribed | $ 53 | ||||||
Equity ownership percentage | 52.50% | ||||||
Term Sheet [Member] | AMRE Asset Management Inc. [Member] | LiquidValue Asset Management Pte Ltd [Member] | |||||||
Shares issued during acquisition | 3,500 | ||||||
Term Sheet [Member] | AMRE Asset Management Inc. [Member] | AMRE Tennessee, LLC [Member] | |||||||
Shares issued during acquisition | 1,250 | ||||||
Share Exchange Agreement [Member] | Impact BioMedical, Inc. [Member] | |||||||
Common stock, par value | $ 0.02 | ||||||
Shares issued during acquisition | 483,334 | ||||||
Equity ownership percentage | 100.00% | ||||||
Shares issued price per share | $ 6.48 | ||||||
Share Exchange Agreement [Member] | Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Shares issued price per share | $ 1,000 | ||||||
Issuance of common stock, net, shares | 46,868 | ||||||
Issuance of common stock, net | $ 46,868,000 | ||||||
Consideration value | 50,000,000 | ||||||
Back-Solve [Member] | Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Issuance of common stock, net | 35,187,000 | ||||||
Consideration value | 38,319,000 | ||||||
General and administrative expenses | $ 295,000 |
Business Combination - Schedule
Business Combination - Schedule of Business Acquisition, Pro Forma Information (Details) - Pro Forma [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Sales | $ 17,411,000 | $ 15,550,000 |
Net loss | $ 1,219,000 | $ (3,343,000) |
Basic earnings per share | $ 0.30 | $ (2.51) |
Diluted earnings per share | $ 0.11 | $ (0.39) |
Property Plant and Equipment -
Property Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 9,533,000 | $ 9,007,000 |
Less accumulated depreciation | 5,387,000 | 4,678,000 |
Property, plant, and equipment, net | 4,146,000 | 4,328,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 6,944,000 | 6,507,000 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 10 years | |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 1,976,000 | 1,962,000 |
Property and equipment, estimated useful life | 39 years | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 185,000 | 185,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 130,000 | 102,000 |
Property and equipment, estimated useful life | 7 years | |
Software and Websites [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 298,000 | $ 251,000 |
Property and equipment, estimated useful life | 3 years |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Aug. 21, 2020 | Jul. 18, 2019 | Mar. 05, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 08, 2020 | Jan. 24, 2020 |
Goodwill [Line Items] | |||||||
Patent prosecution costs | $ 0 | $ 10,000 | |||||
Payments to acquire intangible assets | $ 370,000 | ||||||
Number of common stock shares issues | 17,306 | ||||||
Issuance of common stock, net | $ 20,196,000 | $ 7,304,000 | |||||
Aggregate cost of intangible assets | 23,456,000 | 935,000 | |||||
Amortization expense | $ 374,000 | $ 461,000 | |||||
RBC Life Sciences, Inc [Member] | |||||||
Goodwill [Line Items] | |||||||
Intangible asset acquired | $ 637,000 | $ 637,000 | |||||
Impact BioMedical [Member] | |||||||
Goodwill [Line Items] | |||||||
Amortization period of intangible asset | 20 years | ||||||
Intangible asset acquired | $ 2,226,000 | ||||||
Master Distributor Agreement [Member] | Advanced Cyber Security Corp [Member] | |||||||
Goodwill [Line Items] | |||||||
Payments to acquire intangible assets | $ 350,000 | ||||||
Number of common stock shares issues | 130,435 | ||||||
Issuance of common stock, net | $ 144,783 | ||||||
Aggregate cost of intangible assets | $ 494,783 | ||||||
Amortization period of intangible asset | 36 months |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 25,197,000 | $ 3,467,000 | |
Accumulated Amortization | 1,741,000 | 2,532,000 | |
Net Carrying Amount | $ 23,456,000 | 935,000 | |
Developed Technology Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 20 years | ||
Gross Carrying Amount | $ 22,260,000 | ||
Accumulated Amortization | |||
Net Carrying Amount | 22,260,000 | ||
Customer Lists, Licenses and Non-compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,259,000 | 1,789,000 | |
Accumulated Amortization | 330,000 | 1,203,000 | |
Net Carrying Amount | $ 929,000 | 586,000 | |
Customer Lists, Licenses and Non-compete Agreements [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 2 years | ||
Customer Lists, Licenses and Non-compete Agreements [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years | ||
Patent Application Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life, description | [1] | Varied | |
Gross Carrying Amount | $ 1,178,000 | 1,178,000 | |
Accumulated Amortization | 911,000 | 829,000 | |
Net Carrying Amount | 267,000 | 349,000 | |
Patents and Patent Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 500,000 | 500,000 | |
Accumulated Amortization | 500,000 | 500,000 | |
Net Carrying Amount | |||
[1] | Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of December 31, 2020, the weighted average remaining useful life of these assets in service was approximately 8.2 years. |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Assets (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 | |
Patent Application Costs [Member] | |
Weighted average remaining useful life | 8 years 2 months 12 days |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Estimated Future Amortization of Intangible Assets (Details) | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 1,389,000 |
2022 | 1,243,000 |
2023 | 1,169,000 |
2024 | 1,147,000 |
2025 | $ 1,161,000 |
Short-Term and Long-Term Debt (
Short-Term and Long-Term Debt (Details Narrative) - USD ($) | Aug. 04, 2020 | Jul. 31, 2020 | Mar. 02, 2020 | Jun. 27, 2019 | Oct. 24, 2018 | Dec. 01, 2017 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jul. 26, 2017 |
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 1.00% | 1.00% | |||||||||
Monthly payments | $ 529,000 | $ 507,000 | |||||||||
Debt instrument, face amount | $ 844,000 | $ 844,000 | 200,000 | ||||||||
Warrant exercise price | $ 0.029 | $ 0.029 | |||||||||
Debt forgiveness | $ 963,000 | ||||||||||
Equipment Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Equipment borrowings | 900,000 | $ 900,000 | |||||||||
Debt instrument, carrying amount | 0 | 0 | |||||||||
Non Revolving Line of Credit Agreement [Member] | Citizens [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility, amount outstanding | 771,000 | 771,000 | 899,000 | ||||||||
Monthly payments | 13,000 | ||||||||||
Loan Agreement and Line of Credit Agreement [Member] | Citizens Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing amount | $ 900,000 | ||||||||||
Interest rate additional rate above LIBOR | 2.00% | ||||||||||
Paycheck Protection Program [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt forgiveness rate | 100.00% | ||||||||||
LIBOR [Member] | Loan Agreement and Line of Credit Agreement [Member] | Citizens Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate additional rate above LIBOR | 2.00% | ||||||||||
Citizens Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing amount | 800,000 | $ 800,000 | |||||||||
Interest rate additional rate above LIBOR | 2.10% | ||||||||||
Debt instrument, maturity date | May 31, 2021 | ||||||||||
Credit facility, amount outstanding | 0 | $ 0 | 500,000 | ||||||||
Citizens Bank [Member] | Two Promissory Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 1,100,000 | $ 1,100,000 | 1,141,000 | ||||||||
Citizens Bank [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate additional rate above LIBOR | 2.00% | ||||||||||
Premier Packaging Corporation [Member] | Citizens Bank [Member] | Two Promissory Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | Jun. 27, 2029 | ||||||||||
Debt interest rate | 4.22% | ||||||||||
Monthly payments | $ 7,000 | ||||||||||
Debt instrument, face amount | 1,200,000 | ||||||||||
Debt instrument, final balloon payment | $ 708,000 | ||||||||||
Premier Packaging Corporation [Member] | Non Revolving Line of Credit Agreement [Member] | Citizens [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing amount | $ 1,200,000 | ||||||||||
Debt interest rate | 2.00% | ||||||||||
Plastic Printing Professionals [Member] | Two Term Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | Nov. 30, 2023 | ||||||||||
Credit facility, amount outstanding | $ 577,000 | ||||||||||
Debt interest rate | 5.37% | ||||||||||
Monthly payments | $ 14,000 | ||||||||||
Guangzhou Hotapps Technology Ltd [Member] | Unsecured Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | Oct. 24, 2020 | ||||||||||
Unsecured promissory note | $ 100,000 | ||||||||||
American Medical Reit Inc. [Member] | Unsecured Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 8.00% | ||||||||||
Debt instrument, face amount | $ 200,000 | ||||||||||
Warrant exercise price | $ 5 | ||||||||||
Notes outstanding | $ 214,000 | $ 214,000 | |||||||||
LiquidValue Development Pte Ltd [Member] | Unsecured Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | Mar. 2, 2022 | ||||||||||
Warrant exercisable term | 4 years | ||||||||||
Premier Packaging, DSS Digital, and AAMI [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,072,000 | ||||||||||
Debt forgiveness rate | 100.00% |
Short Term and Long-Term Debt -
Short Term and Long-Term Debt - Schedule of Notes Payable and Long-Term Debt (Details) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 278,000 |
2022 | 439,000 |
2023 | 178,000 |
2024 | 185,000 |
2025 | 193,000 |
Thereafter | $ 981,000 |
Other Liabilities (Details Narr
Other Liabilities (Details Narrative) - USD ($) | Nov. 14, 2016 | Mar. 31, 2018 | Jul. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Payment to acquire intangible assets | $ 370,000 | |||||
Intangible assets book value | 25,197,000 | 3,467,000 | ||||
Other liabilities short term | 1,435,000 | 390,000 | ||||
Other liabilities long term | 507,000 | 507,000 | ||||
Selling, general and administrative costs | 15,867,000 | 6,674,000 | ||||
Reduction of the liability | 955,000 | |||||
Current liabilities | 8,872,000 | $ 4,156,000 | ||||
LED Patent Portfolio [Member] | ||||||
Selling, general and administrative costs | $ 80,000 | $ 47,500 | $ 86,500 | |||
Proceeds Investment Agreement [Member] | Brickell Key Investments LP [Member] | ||||||
Finance amount | $ 13,500,000 | |||||
Payment of estimated future inter parts review costs | 2,500,000 | |||||
Payment of related party cost | 1,500,000 | |||||
Other liabilities | 780,988 | |||||
Other liabilities short term | 390,494 | |||||
Other liabilities long term | $ 3,000,000 | |||||
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 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 16, 2020 | Sep. 23, 2020 | Aug. 21, 2020 | Aug. 18, 2020 | Jul. 28, 2020 | Jul. 07, 2020 | Jun. 04, 2020 | May 15, 2020 | Apr. 03, 2020 | Feb. 20, 2020 | Feb. 18, 2020 | Nov. 02, 2019 | Sep. 06, 2019 | Jul. 18, 2019 | Jun. 05, 2019 | Mar. 05, 2019 | Feb. 18, 2019 | Jul. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 09, 2019 | Jun. 20, 2013 |
Debt instrument interest rate percentage | 1.00% | |||||||||||||||||||||
Debt instrument, face amount | $ 844,000 | $ 200,000 | ||||||||||||||||||||
Number of common stock shares issues | 17,306 | |||||||||||||||||||||
Common stock, par value | $ 0.02 | $ .02 | ||||||||||||||||||||
Share issued price per shares | $ 15 | |||||||||||||||||||||
Preferred stock shares desginated | 200,000,000 | 200,000,000 | ||||||||||||||||||||
Preferred stock liquidation per share | $ 1,000 | $ 1,000 | ||||||||||||||||||||
Preferred stock liquidation value | $ 47,000,000 | $ 47,000,000 | ||||||||||||||||||||
Stock compensation expense | $ 188,000 | $ 422,000 | ||||||||||||||||||||
Basic and diluted earnings per share | $ 0.08 | $ 0.50 | ||||||||||||||||||||
Basic earnings per share | .05 | |||||||||||||||||||||
Diluted earnings per share | $ 0.03 | |||||||||||||||||||||
Number of common stock shares issues, value | $ 20,196,000 | $ 7,304,000 | ||||||||||||||||||||
Stock Option [Member] | ||||||||||||||||||||||
Fair value of options vested during the year | $ 100,000 | $ 104,000 | ||||||||||||||||||||
Options exercised | ||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock liquidation value | $ 1,000 | |||||||||||||||||||||
Impact BioMedical, Inc. [Member] | ||||||||||||||||||||||
Common stock, par value | $ 0.02 | |||||||||||||||||||||
Share issued price per shares | $ 6.48 | |||||||||||||||||||||
Preferred stock par value | $ 0.02 | |||||||||||||||||||||
Shares issued during acquisition | 483,334 | |||||||||||||||||||||
Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Shares issued during acquisition | 662,500 | 46,868 | ||||||||||||||||||||
Preferred stock shares desginated | 47,000 | |||||||||||||||||||||
Preferred stock liquidation per share | $ 1,000 | |||||||||||||||||||||
Preferred stock liquidation value | $ 46,868,000 | |||||||||||||||||||||
Beneficial ownership percentage | 19.99% | |||||||||||||||||||||
Conversion price | $ 6.48 | |||||||||||||||||||||
Conversion shares | 4,293 | 154.32 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Number of common stock shares issues | 3,434,000 | 610,000 | ||||||||||||||||||||
Shares issued during acquisition | 483,000 | |||||||||||||||||||||
Conversion shares | 7,233,000 | |||||||||||||||||||||
Number of common stock shares issues, value | $ 68,000 | $ 12,000 | ||||||||||||||||||||
Common Stock [Member] | Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Conversion shares | 7,232,670 | |||||||||||||||||||||
Maximum [Member] | Impact BioMedical, Inc. [Member] | ||||||||||||||||||||||
Beneficial ownership percentage | 100.00% | |||||||||||||||||||||
LiquidValue Development Pte Ltd [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||
Debt instrument, face amount | $ 500,000 | |||||||||||||||||||||
Common stock, par value | $ .02 | |||||||||||||||||||||
Conversion price | $ 33.60 | |||||||||||||||||||||
LiquidValue Development Pte Ltd [Member] | Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt conversion into common stock | 14,881 | |||||||||||||||||||||
Mr. Heng Fai Ambrose Chan [Member] | ||||||||||||||||||||||
Accrued salary | 114,000 | |||||||||||||||||||||
Mr. Heng Fai Ambrose Chan [Member] | LiquidValue Development Pte Ltd [Member] | Private Placement [Member] | ||||||||||||||||||||||
Number of common stock shares issues | 200,000 | |||||||||||||||||||||
Share issued price per shares | $ 9 | |||||||||||||||||||||
Proceeds from net offering | $ 1,600,000 | |||||||||||||||||||||
Share price | $ 7.80 | |||||||||||||||||||||
Management Member] | ||||||||||||||||||||||
Shares restricted stock issued | 5,833 | 7,477 | ||||||||||||||||||||
Restricted stock, value | 38,000 | $ 94,000 | ||||||||||||||||||||
Board of Directors Member] | Common Stock [Member] | ||||||||||||||||||||||
Shares vested | 8,900 | |||||||||||||||||||||
Share price | $ 6.60 | |||||||||||||||||||||
Shares restricted stock issued | 5,800 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Number of common stock shares issues | 21,000 | |||||||||||||||||||||
Number of common stock shares issues, value | $ 210,000 | |||||||||||||||||||||
Chief Executive Officer and the Chairman of the Board [Member] | Common Stock [Member] | ||||||||||||||||||||||
Shares vested | 20,000 | |||||||||||||||||||||
Share price | $ 6.48 | |||||||||||||||||||||
Underwriting Agreement [Member] | Aegis Capital Corp [Member] | ||||||||||||||||||||||
Number of common stock shares issues | 373,333 | |||||||||||||||||||||
Common stock, par value | $ .02 | |||||||||||||||||||||
Share issued price per shares | $ 15 | |||||||||||||||||||||
Option to purchase shares of common stock | 66,667 | |||||||||||||||||||||
Proceeds from net offering | $ 5,000,000 | $ 20,200,000 | ||||||||||||||||||||
Underwriting Agreement [Member] | Aegis Capital Corp [Member] | Over-Allotment [Member] | ||||||||||||||||||||||
Number of common stock shares issues | 1,680,000 | |||||||||||||||||||||
Underwriting Agreement [Member] | Mr. Heng Fai Ambrose Chan [Member] | ||||||||||||||||||||||
Common stock were remitted in lieu of cash | 11,664 | |||||||||||||||||||||
Proceeds from net offering | $ 2,000,000 | |||||||||||||||||||||
Underwriting Agreement [Member] | Underwriter Member] | ||||||||||||||||||||||
Proceeds from net offering | $ 3,300,000 | $ 6,700,000 | $ 6,200,000 | $ 4,000,000 | ||||||||||||||||||
Underwriting Agreement [Member] | Underwriter Member] | Common Stock [Member] | ||||||||||||||||||||||
Number of common stock shares issues | 453,333 | 1,028,800 | 769,230 | 740,741 | ||||||||||||||||||
Common stock, par value | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||||||||||||||
Share issued price per shares | $ 7.50 | $ 6.25 | $ 7.80 | 5.40 | ||||||||||||||||||
Pre-reverse stock split per share | $ 0.18 | |||||||||||||||||||||
Underwriting Agreement [Member] | Underwriter Member] | Additional Shares [Member] | ||||||||||||||||||||||
Number of common stock shares issues | 38,533 | 154,320 | 115,384 | 111,111 | ||||||||||||||||||
Licensing and Distribution Agreement [Member] | Advanced Cyber Security Corp [Member] | ||||||||||||||||||||||
Number of common stock shares issues | 4,348 | |||||||||||||||||||||
Share issued price per shares | $ 34.50 | |||||||||||||||||||||
2013 Plan [Member] | Stock Option [Member] | ||||||||||||||||||||||
Authorized shares | 50,000 | |||||||||||||||||||||
2020 Plan [Member] | Stock Option [Member] | ||||||||||||||||||||||
Authorized shares | 241,204 | |||||||||||||||||||||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | Officers and Directors [Member] | ||||||||||||||||||||||
Share issued price per shares | $ 12.60 | |||||||||||||||||||||
Number of stock issued to stock grants | 15,291 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average months remaining | 2 years 2 months 12 days | 3 years 2 months 12 days |
Warrant [Member] | ||
Outstanding, Beginning balance | 40,677 | 47,671 |
Granted during the year | ||
Lapsed/terminated | (4,163) | (6,994) |
Outstanding, Ending balance | 36,514 | 40,677 |
Exercisable, Ending balance | 36,514 | 40,677 |
Outstanding Beginning balance, Weighted Average Exercise Price | $ 33.52 | $ 120 |
Granted, Weighted Average Exercise Price | ||
Lapsed/terminated Weighted Average Exercise Price | 30 | 623 |
Outstanding, Ending balance, Weighted Average Exercise Price | 33.92 | 33.52 |
Exercisable Weighted Average Exercise Price | $ 33.92 | $ 33.52 |
Weighted average months remaining | 9 months 27 days | 8 months 21 days |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity Under Stock Option and Incentive Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Outstanding, Beginning balance | 19,264 | 26,089 |
Granted | ||
Lapsed/terminated | (6,825) | |
Outstanding, Ending balance | 19,264 | 19,264 |
Exercisable | 19,264 | 13,625 |
Expected to vest , Ending balance | 5,639 | |
Outstanding Beginning balance, Weighted Average Exercise Price | $ 150.30 | $ 199.80 |
Granted, Weighted Average Exercise Price | ||
Lapsed/terminated, Weighted Average Exercise Price | 231 | |
Outstanding, Ending balance, Weighted Average Exercise Price | 150.30 | 150.30 |
Exercisable Weighted Average Exercise Price | 150.30 | 195 |
Expected to Vest, Ending balance, Weighted Average Exercise Price | $ 150.30 | $ 42.90 |
Outstanding, Weighted Average Life Remaining | 2 years 2 months 12 days | 3 years 2 months 12 days |
Exercisable, Weighted Average Life Remaining | 2 years 2 months 12 days | 3 years 6 months |
Expected to vest, Weighted Average Life Remaining | 2 years 2 months 12 days | 3 years 4 months 24 days |
Aggregate intrinsic value of outstanding option, Ending balance | ||
Aggregate intrinsic value of exercisable options, Ending balance | ||
Aggregate intrinsic value of options expected to vest, Ending balance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Minimum tax credit | $ 0 | $ 46,000 | |
Income tax rate description | The Act permanently reduced the U.S. corporate income tax rate from a maximum of 35% to a 21% rate, effective January 1, 2018 | ||
U.S. corporate income tax rate | 21.00% | 21.00% | |
Net operating loss carryforwards | $ 43,800,000 | ||
Net operating loss carryforwards description | Some of the key changes include eliminating the 80% of taxable income limitation by allowing corporate entities to fully utilize NOLs to offset taxable income in 2018, 2019 and 2020, allowing NOLs originating in 2018, 2019 and 2020 to be carried back five years, enhanced interest deductibility, and retroactively clarifying the immediate recovery of qualified improvement property costs rather than over a 39-year recovery period. | ||
Net operating loss carryforward available for use | Approximately $43.8 million of net operating losses incurred prior to 2020 will be unable to offset future taxable income and have been reserved via a valuation allowance to reduce the deferred tax asset to the expected realizable amount, leaving $2.9M available for use which expire at various dates through 2038 and the residual which never expire. | ||
Deferred tax assets valuation allowance | $ 1,543,000 | 484,000 | |
Interest and penalties | |||
Impact BioMedical, Inc. [Member] | |||
Deferred tax assets net of acquired | 671,000 | ||
California [Member] | |||
Net operating loss carryforwards | $ 6,900,000 | 5,500,000 | |
Net operating loss carryforwards, expiration date | expire through 2039 | ||
Illinois [Member] | |||
Net operating loss carryforwards | $ 2,200,000 | 1,400,000 | |
Net operating loss carryforwards, expiration date | expire through 2039 | ||
Federal [Member] | |||
Net operating loss carryforwards | $ 56,700,000 | 50,000,000 | |
Foreign Subsidiaries [Member] | |||
Net operating loss carryforwards | $ 400,000 | $ 1,500,000 | |
After December 31, 2017 and Before December 31, 2020 [Member] | |||
Federal tax credit | 50.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal, Current | ||
State, Current | 5,000 | |
Total currently payable | 5,000 | |
Federal, Deferred | 582,000 | (367,000) |
State, Deferred | (22,000) | (125,000) |
Foreign, Deferred | (125,000) | (117,000) |
Total deferred | 435,000 | (609,000) |
Less: (decrease) increase in allowance | (2,214,000) | 484,000 |
Net deferred | (1,779,000) | (125,000) |
Total income tax benefit | $ 1,774,000 | $ (125,000) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets: Net operating loss carryforwards | $ 13,852,000 | $ 11,189,000 |
Deferred tax assets: Equity issued for services | 192,000 | 169,000 |
Deferred tax assets: Goodwill and other intangibles | 0 | 676,000 |
Deferred tax assets: Investment in pass-through entity | 12,000 | 12,000 |
Deferred tax assets: Deferred revenue | 183,000 | 182,000 |
Deferred tax assets: Operating Lease Liability | 47,000 | 284,000 |
Deferred tax assets: Other | 605,000 | 376,000 |
Deferred tax assets: Gross deferred tax assets | 14,891,000 | 12,888,000 |
Deferred tax liabilities: Goodwill and other intangibles | 4,668,000 | 29,000 |
Deferred tax liabilities: Unrealized gains | 2,599,000 | |
Deferred tax liabilities: Right-of-use asset | 47,000 | 284,000 |
Deferred tax liabilities: Gross deferred tax liabilities | 7,314,000 | 313,000 |
Deferred tax liabilities: Less: valuation allowance | (11,076,000) | (12,619,000) |
Deferred tax liabilities: Net deferred tax liabilities | $ (3,499,000) | $ (44,000) |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Deferred Tax Liabilities (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance at December 31, 2019 | $ (44,000) |
Acquisition of Impact BioMedical | (5,234,000) |
Current year activity | 435,000 |
Release of valuation allowance | 2,214,000 |
Balance at December 31, 2020 | $ 3,499,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory United States federal rate | 21.00% | 21.00% |
State income taxes net of federal benefit | (9.30%) | 3.30% |
Permanent differences | 2.00% | (1.61%) |
Other | (8.30%) | (1.30%) |
Non-controlling interest | (70.50%) | 0.00% |
Foreign taxes | 7.30% | (1.10%) |
PPP loan forgiveness | (1.422) | 0 |
Stock based compensation | 22.40% | 0.00% |
Executive compensation | 485.20% | 0.00% |
Change in valuation allowance | (1547.50%) | (16.30%) |
Effective rate | (1239.90%) | 4.00% |
Defined Contribution Pension _2
Defined Contribution Pension Plan (Details Narrative) - USD ($) | Jan. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Employee's contribution maximum percentage | 100.00% | ||
Employer match percentage | 1.00% | ||
Contributions by company | $ 117,000 | $ 123,000 | |
Additional Contribution [Member] | |||
Employee's contribution maximum percentage | 50.00% | ||
Employer match percentage | 3.50% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 26, 2021 | Feb. 15, 2021 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Rent expense | $ 217,000 | $ 255,000 | |||
Severance payment amount | 182,000 | ||||
Subsequent Event [Member] | Maiden Biosciences Inc [Member] | |||||
Loss contingency, allegations | This lawsuit relates to two promissory notes executed by RBC in the 4th quarter of 2019 in favor of Decentralized and HWH, totaling approximately $800,000. Maiden, a 2020 default judgment creditor of RBC, in the principal amount of $4,329,000, now complains about those notes, the funding of those notes, the subsequent default of those notes by RBC, and HWH and Decentralize's subsequent Article 9 foreclosure or deed-in-lieu debt conveyances. In the instant lawsuit, Maiden asserts claims against Defendants for unjust enrichment, fraudulent transfer under the Texas Uniform Fraudulent Transfer Act, and violation of the Racketeer Influenced and Corrupt Organizations Act. Maiden also seeks a judgment from the court declaring: "(1) Defendants lacked a valid security interest in RBC and RBC Subsidiaries' assets and therefore lacked the authority to sell the assets during the public foreclosure sale; (2) Defendant Heuszel's low bid at the public foreclosure sale was invalid and void; (3) the public foreclosure sale was conducted in a commercially unreasonable manner; and (4) Defendants do not have the legal authority to transfer RBC and RBC's Subsidiaries assets to Heuszel and HWH." Maiden seeks to recover from Defendants: (1) treble damages or, alternatively, damages in the amount of their underlying judgment plus the other creditors' claims or the value of the assets transferred, whichever is less, plus punitive or exemplary damages; (2) pre and post-judgment interest; and (3) attorneys' fees and cost. | ||||
Mr. Heng Fai Ambrose Chan [Member] | |||||
Severance payment amount | $ 4,300,000 | ||||
Mr. Ronaldi [Member] | Subsequent Event [Member] | |||||
Legal fees | $ 160,896 | ||||
Jeffrey Ronaldi [Member] | 2017 Employment Agreement [Member] | |||||
Loss contingency, allegations | In April 2019 DSS commenced an action in New York State Supreme Court, Monroe County, Index No. E2019003542, against Jeffrey Ronaldi, our former Chief Executive Officer. This New York action seeks a declaratory judgment that, contrary to informal claims made by him, Mr. Ronaldi's employment agreement with us expired by its terms and that he is not entitled to any cash bonuses or other unpaid amounts. The lawsuit also seeks an injunction against Mr. Ronaldi from interfering with any of DSS' IP litigation. Mr. Ronaldi subsequently commenced an action against DSS in the Superior Court of California, County of San Diego, on November 8, 2019, under case number 37-2019-00059664-CU-CO-CTL, in which he alleged that DSS terminated his employment in April 2019 in order to avoid paying him certain employment-related amounts. DSS was successful in dismissing the California case and consolidating it with the action pending in Monroe County, New York. Mr. Ronaldi asserted counterclaims in the Monroe County, New York action similar to those he originally brought in California. Mr. Ronaldi claims that his termination violated an alleged employment agreement or implied-in-fact employment agreement and that he should have remained employed through 2019. Mr. Ronaldi seeks to recover: (i) $144,657.53 in wages from April 11, 2019 through December 31, 2019; (ii) $769.23 in alleged unpaid based salary for time worked before April 11, 2019; (iii) $15,384.62 in alleged paid time off compensation; (iv) $3,076.93 in alleged unpaid sick time compensation; (v) $26,076.93 in waiting-time penalties; (vi) -$91,000 in unspecified expense reimbursement; (vii) $300,000 in alleged cash bonuses ($100,000 per year) based on DSS's performance in 2017, 2018 and 2019; and (viii) a $450,000 performance bonus based on the result of certain alleged net proceeds from patent infringement litigation. He further claims an interest in any recovery in DSS Technology Management v. Apple, Inc., Case No. 4:14-cf05330-HSG. The parties are now engaged in discovery. | ||||
Minimum [Member] | |||||
Operating lease term | 7 months | ||||
Maximum [Member] | |||||
Operating lease term | 16 months |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments Under Operating Leases (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |||
2021 | $ 176,000 | ||
2022 | 13,000 | ||
2023 | |||
2024 | |||
Total lease payments | 189,000 | ||
Less imputed interest | (7,000) | ||
Present value of remaining lease payments | 182,000 | $ 1,443,800 | |
Current | 167,000 | $ 123,000 | |
Non-current | $ 15,000 | $ 19,000 | |
Weighted -average remaining lease term (years) | 1 year 18 days | ||
Weighted average discount rate | 4.00% |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss from discontinued operations | $ (1,668,000) | $ (295,000) |
Loss on sale of assets held for sale | 111,000 | |
Plastic Printing Professionals, Inc [Member] | ||
Loss from discontinued operations | (390,000) | |
Included One-Time Cash Payment [Member] | ||
Consideration paid to sale of assets | 683,000 | |
Based on Future Quarterly Gross Revenue [Member] | ||
Additional earn-out payment | 517,000 | |
Impact BioMedical, Inc. [Member] | ||
Assets impairment amount | $ 685,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory | $ 342,000 | |
Total current assets | 342,000 | |
Property, plant and equipment, net | 732,000 | |
Right-of-use assets | 744,000 | 1,081,000 |
Current portion of lease liability | 240,000 | 274,000 |
Total current liabilities | 240,000 | 274,000 |
Long term lease liability | 505,000 | 807,000 |
Total revenue | 1,602,000 | 3,860,000 |
Cost of revenue, exclusive of depreciation and amortization | 1,636,000 | 2,260,000 |
Selling, general and administrative (including stock based compensation) | 1,054,000 | 1,609,000 |
Depreciation and amortization | 152,000 | 254,000 |
Impairment of goodwill | 685,000 | |
Total costs and expenses | 3,527,000 | 4,123,000 |
Operating loss | (1,925,000) | (263,000) |
Interest expense | (22,000) | (32,000) |
Gain on disposition of business | 279,000 | |
Income (loss) before income taxes | (1,668,000) | (295,000) |
Income tax expense (benefit) | ||
Income (loss) from discontinued operations | (1,668,000) | (295,000) |
Printed Products [Member] | ||
Total revenue | $ 1,602,000 | $ 3,860,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 185,000 | $ 128,000 |
Impact of adoption of lease accounting standards | 1,616,000 | |
Gain from change in fair value of interest rate swap derivatives | 7,000 | |
Common stock issued upon conversion of convertible note | 500,000 | |
Equity issued to purchase intangible assets | 145,000 | |
Common A Shares issued for prepaid marketing services | 210,000 | |
Common A Shares issued for Impact BioMedical | 3,132,000 | |
Non-controlling interest related to Impact BioMedical | 3,910,000 | |
Series A Preferred Shares issued for Impact BioMedical | 35,187,000 | |
RBC & HWH notes receivable for assets in lieu of cash | $ 838,000 |
Segment Information (Details Na
Segment Information (Details Narrative) - Integer | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Number of operating segment | 4 | |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | International [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration of credit risk, percentage | 9.00% | 2.00% |
Segment Information - Schedule
Segment Information - Schedule of Operations by Reportable Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 17,411,000 | $ 15,550,000 |
Depreciation and amortization | 1,084,000 | 1,151,000 |
Stock based compensation | 188,000 | 422,000 |
Income tax benefit | 1,774,000 | (125,000) |
Net income (loss) from continuing operations | 3,086,000 | (2,595,000) |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 17,411,000 | 15,550,000 |
Depreciation and amortization | 1,084,000 | 1,151,000 |
Interest expense | 185,000 | 125,000 |
Stock based compensation | 188,000 | 422,000 |
Income tax benefit | 1,774,000 | 125,000 |
Net income (loss) from continuing operations | 3,086,000 | (2,595,000) |
Capital expenditures | 325,000 | 947,000 |
Identifiable assets | 91,919,000 | 20,146,000 |
Operating Segments [Member] | Premier Packaging [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 13,300,000 | 13,230,000 |
Depreciation and amortization | 736,000 | 904,000 |
Interest expense | 102,000 | 96,000 |
Stock based compensation | 12,000 | 17,000 |
Income tax benefit | ||
Net income (loss) from continuing operations | 1,329,000 | 311,000 |
Capital expenditures | 260,000 | 819,000 |
Identifiable assets | 10,715,000 | 10,425,000 |
Operating Segments [Member] | Digital Group [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,085,000 | 2,148,000 |
Depreciation and amortization | 38,000 | 33,000 |
Interest expense | 15,000 | 7,000 |
Stock based compensation | 45,000 | 81,000 |
Income tax benefit | ||
Net income (loss) from continuing operations | 838,000 | (579,000) |
Capital expenditures | 11,000 | 24,000 |
Identifiable assets | 817,000 | 924,000 |
Operating Segments [Member] | IP Technology Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Depreciation and amortization | 69,000 | 82,000 |
Interest expense | ||
Stock based compensation | ||
Income tax benefit | ||
Net income (loss) from continuing operations | (350,000) | (475,000) |
Capital expenditures | ||
Identifiable assets | 58,000 | |
Operating Segments [Member] | Direct Marketing/Online Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,326,000 | |
Depreciation and amortization | 28,000 | |
Interest expense | ||
Stock based compensation | ||
Income tax benefit | ||
Net income (loss) from continuing operations | (2,495,000) | |
Capital expenditures | 49,000 | |
Identifiable assets | 2,775,000 | |
Operating Segments [Member] | Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 172,000 | |
Depreciation and amortization | 213,000 | 132,000 |
Interest expense | 68,000 | 22,000 |
Stock based compensation | 131,000 | 324,000 |
Income tax benefit | 1,774,000 | 125,000 |
Net income (loss) from continuing operations | 3,764,000 | (1,852,000) |
Capital expenditures | 5,000 | 104,000 |
Identifiable assets | $ 77,612,000 | $ 8,739,000 |
Segment Information - Schedul_2
Segment Information - Schedule of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total Printed Products | $ 13,000,000 | $ 13,230,000 |
Total Technology Sales, Services and Licensing | 2,085,000 | 2,148,000 |
Direct Marketing | 2,326,000 | 172,000 |
Packaging Printing and Fabrication [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 11,782,000 | 12,071,000 |
Commercial and Security Printing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 1,218,000 | 1,159,000 |
Information Technology Sales and Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | 152,000 | 189,000 |
Digital Authentication Products and Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | 1,503,000 | 1,414,000 |
Royalties from Licensees [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | 430,000 | 545,000 |
Direct Marketing Internet Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Direct Marketing | $ 2,326,000 | $ 172,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 22, 2021 | Mar. 18, 2021 | Mar. 16, 2021 | Mar. 15, 2021 | Feb. 25, 2021 | Feb. 09, 2021 | Feb. 04, 2021 | Feb. 03, 2021 | Jan. 19, 2021 | Jan. 06, 2021 | Jul. 18, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 03, 2020 | Dec. 31, 2018 |
Debt instrument interest rate percentage | 1.00% | ||||||||||||||
Warrants exercise price | $ 0.029 | ||||||||||||||
Share price per share | $ 15 | ||||||||||||||
Number of common stock shares issues | 17,306 | ||||||||||||||
Common stock, par value | $ 0.02 | $ .02 | |||||||||||||
Number of common stock shares issues, value | $ 20,196,000 | $ 7,304,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Number of common stock shares issues | 3,434,000 | 610,000 | |||||||||||||
Number of common stock shares issues, value | $ 68,000 | $ 12,000 | |||||||||||||
Alset International Limited [Member] | |||||||||||||||
Warrants exercise price | $ 0.0298 | ||||||||||||||
American Medical Reit Inc. [Member] | |||||||||||||||
Equity ownership percentage | 93.00% | ||||||||||||||
Subsequent Event [Member] | Aegis Capital Corp [Member] | Underwritten Public Offering [Member] | |||||||||||||||
Share price per share | $ 2.80 | $ 3.60 | |||||||||||||
Number of common stock shares issues | 12,319,346 | 6,666,666 | |||||||||||||
Common stock, par value | $ 0.02 | $ .02 | |||||||||||||
Number of common stock shares issues, value | $ 36,140,000 | $ 24,900,000 | |||||||||||||
Subsequent Event [Member] | Aegis Capital Corp [Member] | Over-Allotment [Member] | |||||||||||||||
Number of common stock shares issues | 1,847,901 | 1,000,000 | |||||||||||||
Subsequent Event [Member] | Alset International Limited [Member] | HWH World Inc [Member] | |||||||||||||||
Consideration value | $ 14,800,000 | ||||||||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Vivacitas Oncology Inc [Member] | |||||||||||||||
Number of securities called by warrants | 500,000 | ||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||
Options to purchase shares of common stock | 250,000 | 1,500,000 | |||||||||||||
Equity ownership percentage | 10.20% | ||||||||||||||
Share price per share | $ 1 | ||||||||||||||
Number of common stock shares issues | 2,480,000 | ||||||||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Alset EHome International, Inc. [Member] | |||||||||||||||
Options to purchase shares of common stock | 250,000 | ||||||||||||||
Number of common stock shares issues | 2,480,000 | ||||||||||||||
Subsequent Event [Member] | American Medical Reit Inc. [Member] | Paycheck Protection Program [Member] | |||||||||||||||
Proceeds from debt | $ 110,000 | ||||||||||||||
Debt instrument interest rate percentage | 1.00% | ||||||||||||||
Maturity term | 60 months | ||||||||||||||
Subsequent Event [Member] | Sharing Service Global Corporation [Member] | |||||||||||||||
Debt instrument interest rate percentage | 8.00% | ||||||||||||||
Maturity term | 3 years | ||||||||||||||
Notes receivable | $ 30,000,000 | ||||||||||||||
Origination fee percentage | 10.00% | ||||||||||||||
Conversion price | $ .20 | ||||||||||||||
Subsequent Event [Member] | Sharing Service Global Corporation [Member] | Common Stock [Member] | |||||||||||||||
Number of securities called by warrants | 150,000,000 | ||||||||||||||
Warrants exercise price | $ .22 | ||||||||||||||
Subsequent Event [Member] | DSS Blockchain Security Inc [Member] | GSX Group Limited and Coinstreet Holdings Limited [Member] | |||||||||||||||
Equity ownership percentage | 40.00% | ||||||||||||||
Notes receivable | $ 800,000 | ||||||||||||||
Initial contribution | $ 20,000 | ||||||||||||||
Percentage of interest in joint venture | 70.00% | ||||||||||||||
Subsequent Event [Member] | Premier Packaging [Member] | |||||||||||||||
Incentive package | $ 700,000 | ||||||||||||||
Incentive package from tax credits | This incentive will take the form of tax credits to be utilized beginning in 2022 through 2031. |