Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-32146 | |
Entity Registrant Name | DOCUMENT SECURITY SYSTEMS, INC. | |
Entity Central Index Key | 0000771999 | |
Entity Tax Identification Number | 16-1229730 | |
Entity Incorporation, State or Country Code | NY | |
Entity Address, Address Line One | 6 Framark Drive | |
Entity Address, City or Town | Victor | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14564 | |
City Area Code | (585) | |
Local Phone Number | 325-3610 | |
Title of 12(b) Security | Common Stock, $0.02 par value per share | |
Trading Symbol | DSS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 67,590,295 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 65,645,000 | $ 5,183,000 |
Accounts receivable, net | 3,223,000 | 3,589,000 |
Inventory | 3,220,000 | 1,955,000 |
Assets held for sale - discontinued operations | 531,000 | |
Current portion of notes receivable, net | 14,511,000 | |
Prepaid expenses and other current assets | 1,751,000 | 1,192,000 |
Total current assets | 88,350,000 | 12,450,000 |
Property, plant and equipment, net | 4,970,000 | 4,100,000 |
Investment, real estate | 6,565,000 | |
Other investments | 13,329,000 | 1,788,000 |
Investment, equity method | 17,033,000 | 12,234,000 |
Marketable securities | 7,319,000 | 9,136,000 |
Notes receivable | 3,023,000 | 537,000 |
Non-current assets held for sale - discontinued operations | 790,000 | |
Other assets | 308,000 | 384,000 |
Right-of-use assets | 118,000 | 182,000 |
Goodwill | 26,862,000 | 26,862,000 |
Other intangible assets, net | 23,284,000 | 23,456,000 |
Total assets | 191,161,000 | 91,919,000 |
Current liabilities: | ||
Accounts payable | 1,591,000 | 1,457,000 |
Accrued expenses and deferred revenue | 8,026,000 | 5,260,000 |
Other current liabilities | 736,000 | 1,435,000 |
Current Liabilities held for sale - discontinued operations | 275,000 | |
Current portion of lease liability | 101,000 | 167,000 |
Current portion of long-term debt, net | 687,000 | 278,000 |
Total current liabilities | 11,141,000 | 8,872,000 |
Long-term debt, net | 7,467,000 | 1,976,000 |
Long term lease liability | 17,000 | 15,000 |
Non-current liabilities held for sale - discontinued operations | 505,000 | |
Other long-term liabilities | 507,000 | 507,000 |
Deferred tax liability, net | 1,341,000 | 3,499,000 |
Stockholders’ equity | ||
Preferred stock, $.02 par value; 47,000 shares authorized, shares issued and outstanding (43,000 on December 31, 2020); Liquidation value $1,000 per share, $ - aggregate ($43,000,000 on December 31, 2020). | 1,000 | |
Common stock, $.02 par value; 200,000,000 shares authorized, 67,590,000 shares issued and outstanding (5,836,000 on December 31, 2020) | 1,351,000 | 116,000 |
Additional paid-in capital | 279,947,000 | 174,380,000 |
Non-controlling interest in subsidiary | 3,171,000 | 3,430,000 |
Accumulated deficit | (113,781,000) | (101,382,000) |
Total stockholders’ equity | 170,688,000 | 76,545,000 |
Total liabilities and stockholders’ equity | $ 191,161,000 | $ 91,919,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, No Par Value | $ 0.02 | $ 0.02 |
Preferred Stock, Shares Authorized | 47,000 | 47,000 |
Preferred Stock, Shares Outstanding | 43,000 | 43,000 |
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 |
Preferred stock, liquidation value | $ 43,000,000 | $ 43,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.02 | |
Common Stock, Shares Authorized | 200,000,000 | |
Common Stock, Shares, Issued | 67,590,000 | 5,836,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 4,185,000 | $ 2,778,000 | $ 8,653,000 | $ 6,516,000 |
Costs and expenses: | ||||
Cost of revenue, exclusive of depreciation and amortization | 3,042,000 | 1,729,000 | 6,330,000 | 4,302,000 |
Selling, general and administrative (including stock based compensation) | 7,377,000 | 2,039,000 | 11,434,000 | 3,878,000 |
Depreciation and amortization | 821,000 | 273,000 | 1,335,000 | 573,000 |
Total costs and expenses | 11,240,000 | 4,041,000 | 19,099,000 | 8,753,000 |
Operating loss | (7,055,000) | (1,263,000) | (10,446,000) | (2,237,000) |
Other income (expense): | ||||
Interest income | 1,485,000 | 27,000 | 1,537,000 | 50,000 |
Other income | 250,000 | 250,000 | ||
Interest expense | (106,000) | (42,000) | (126,000) | (73,000) |
Gain on extinguishment of debt | 116,000 | |||
(Loss) gain on investments | (6,821,000) | 580,000 | (7,898,000) | 584,000 |
Loss on equity method investment | (332,000) | (911,000) | ||
Loss from continuing operations before income taxes | (12,579,000) | (698,000) | (17,478,000) | (1,676,000) |
Income tax benefit | 1,854,000 | 2,691,000 | ||
Loss from continuing operations | (10,725,000) | (698,000) | (14,787,000) | (1,676,000) |
Income (loss) from discontinued operations, net of tax | 2,079,000 | (208,000) | 2,129,000 | (1,197,000) |
Net loss | (8,646,000) | (906,000) | (12,658,000) | (2,873,000) |
Loss from continuing operations attributed to noncontrolling interest | 228,000 | 114,000 | 259,000 | 181,000 |
Net loss attributable to common stockholders | $ (8,418,000) | $ (792,000) | $ (12,399,000) | $ (2,692,000) |
Loss per common share - continuing operations: | ||||
Basic | $ (0.30) | $ (0.28) | $ (0.53) | $ (0.80) |
Diluted | (0.30) | (0.28) | (0.53) | (0.80) |
Earnings/ (loss) per common share - discontinued operations: | ||||
Basic | 0.06 | (0.10) | 0.08 | (0.64) |
Diluted | $ 0.06 | $ (0.10) | $ 0.08 | $ (0.64) |
Shares used in computing earnings (loss) per common share: | ||||
Basic | 34,888,054 | 2,103,199 | 27,203,137 | 1,870,439 |
Diluted | 34,888,054 | 2,103,199 | 27,203,137 | 1,870,439 |
Printed Products [Member] | ||||
Revenue: | ||||
Total revenue | $ 3,376,000 | $ 2,272,000 | $ 7,237,000 | $ 5,438,000 |
Direct Marketing [Member] | ||||
Revenue: | ||||
Total revenue | $ 809,000 | $ 506,000 | $ 1,416,000 | $ 1,078,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (14,787,000) | $ (1,676,000) |
Adjustments to reconcile net loss from continuing operations to net cash used by operating activities: | ||
Depreciation and amortization | 1,335,000 | 573,000 |
Stock based compensation | (15,000) | 54,000 |
Loss on equity method investment | 911,000 | |
Loss (gain) on investments | 7,898,000 | (584,000) |
Gain on extinguishment of debt | (116,000) | |
Deferred tax benefit | (2,693,000) | |
Accretion of debt discount, origination fee, and prepaid interest | (1,698,000) | |
Decrease (increase) in assets: | ||
Accounts receivable, net | 366,000 | 1,399,000 |
Inventory | (1,265,000) | (266,000) |
Prepaid expenses and other current assets | (559,000) | (86,000) |
Other assets | (112,000) | (94,000) |
Increase (decrease) in liabilities: | ||
Accounts payable | 159,000 | (766,000) |
Accrued expenses and deferred revenue | 802,000 | (162,000) |
Other liabilities | (698,000) | 133,000 |
Net cash used by operating activities | (10,248,000) | (1,475,000) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (1,263,000) | (80,000) |
Purchase of real estate | (6,565,000) | |
Purchase of investments | (18,114,000) | (1,291,000) |
Purchase of marketable securities | (8,789,000) | (1,392,000) |
Purchase of equity investment | (400,000) | |
Sale of marketable securities | 9,185,000 | |
Purchase of intangible assets | (585,000) | |
Note receivable investment | (18,799,000) | (566,000) |
Net cash used by investing activities | (45,330,000) | (3,329,000) |
Cash flows from financing activities: | ||
Payments of long-term debt | (81,000) | (142,000) |
Borrowings of long-term debt | 6,328,000 | 1,272,000 |
Borrowings from revolving lines of credit, net | (500,000) | |
Deferred financing fees | (186,000) | |
Issuances of common stock, net of issuance costs | 106,772,000 | 10,220,000 |
Net cash provided by financing activities | 112,833,000 | 10,850,000 |
Cash flows from discontinued operations: | ||
Cash provided by discontinued operations | 161,000 | 167,000 |
Cash provided (used) by investing activities | 3,046,000 | (66,000) |
Cash used by financing activities | (67,000) | |
Net cash provided by discontinued operations | 3,207,000 | 34,000 |
Net increase in cash | 60,462,000 | 6,080,000 |
Cash and cash equivalents at beginning of period | 5,183,000 | 1,096,000 |
Cash and cash equivalents at end of period | $ 65,645,000 | $ 7,176,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 24,000 | $ 115,560,000 | $ (103,281,000) | $ 12,303,000 | ||
Beginning balance, shares at Dec. 31, 2019 | 1,206,000 | |||||
Issuance of common stock, net | $ 18,000 | 4,036,000 | 4,054,000 | |||
Issuance of common stock, net, shares | 863,000 | |||||
Stock based payments, net of tax effect | 28,000 | 28,000 | ||||
Net loss | (67,000) | (1,900,000) | (1,967,000) | |||
Stock based payments, net of tax effect | (28,000) | (28,000) | ||||
Ending balance, value at Mar. 31, 2020 | $ 42,000 | 119,624,000 | (67,000) | (105,181,000) | 14,418,000 | |
Ending balance, shares at Mar. 31, 2020 | 2,069,000 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 24,000 | 115,560,000 | (103,281,000) | 12,303,000 | ||
Beginning balance, shares at Dec. 31, 2019 | 1,206,000 | |||||
Net loss | (2,873,000) | |||||
Ending balance, value at Jun. 30, 2020 | $ 60,000 | 126,058,000 | (181,000) | (105,973,000) | 19,964,000 | |
Ending balance, shares at Jun. 30, 2020 | 2,995,000 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 42,000 | 119,624,000 | (67,000) | (105,181,000) | 14,418,000 | |
Beginning balance, shares at Mar. 31, 2020 | 2,069,000 | |||||
Issuance of common stock, net | $ 17,000 | 6,168,000 | 6,185,000 | |||
Issuance of common stock, net, shares | 896,000 | |||||
Stock based payments, net of tax effect | $ 1,000 | 266,000 | 267,000 | |||
Stock based payments, net of tax effect, shares | 30,000 | |||||
Net loss | (114,000) | (792,000) | (906,000) | |||
Stock based payments, net of tax effect | (1,000) | (266,000) | (267,000) | |||
Ending balance, value at Jun. 30, 2020 | $ 60,000 | 126,058,000 | (181,000) | (105,973,000) | 19,964,000 | |
Ending balance, shares at Jun. 30, 2020 | 2,995,000 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 116,000 | $ 1,000 | 174,380,000 | 3,430,000 | (101,382,000) | 76,545,000 |
Beginning balance, shares at Dec. 31, 2020 | 5,836,000 | 43,000 | ||||
Issuance of common stock, net | $ 436,000 | 60,632,000 | 61,068,000 | |||
Issuance of common stock, net, shares | 21,834,000 | |||||
Stock based payments, net of tax effect | 15,000 | 15,000 | ||||
Net loss | (31,000) | (3,981,000) | (4,012,000) | |||
Stock based payments, net of tax effect | (15,000) | (15,000) | ||||
Ending balance, value at Mar. 31, 2021 | $ 552,000 | $ 1,000 | 235,027,000 | 3,399,000 | (105,363,000) | 133,616,000 |
Ending balance, shares at Mar. 31, 2021 | 27,670,000 | 43,000 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 116,000 | $ 1,000 | 174,380,000 | 3,430,000 | (101,382,000) | 76,545,000 |
Beginning balance, shares at Dec. 31, 2020 | 5,836,000 | 43,000 | ||||
Net loss | (12,658,000) | |||||
Ending balance, value at Jun. 30, 2021 | $ 1,351,000 | 279,947,000 | 3,171,000 | (113,781,000) | 170,688,000 | |
Ending balance, shares at Jun. 30, 2021 | 67,590,000 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 552,000 | $ 1,000 | 235,027,000 | 3,399,000 | (105,363,000) | 133,616,000 |
Beginning balance, shares at Mar. 31, 2021 | 27,670,000 | 43,000 | ||||
Issuance of common stock, net | $ 668,000 | 45,080,000 | 45,748,000 | |||
Issuance of common stock, net, shares | 33,350,000 | |||||
Stock based payments, net of tax effect | 30,000 | 30,000 | ||||
Conversion of preferred stock | $ 131,000 | $ (1,000) | (130,000) | |||
Conversion of preferred stock, shares | 6,570,000 | (43,000) | ||||
Net loss | (228,000) | (8,418,000) | (8,646,000) | |||
Stock based payments, net of tax effect | (30,000) | (30,000) | ||||
Ending balance, value at Jun. 30, 2021 | $ 1,351,000 | $ 279,947,000 | $ 3,171,000 | $ (113,781,000) | $ 170,688,000 | |
Ending balance, shares at Jun. 30, 2021 | 67,590,000 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Document Security Systems, Inc. (the “Company of DSS”) operates seven (7) business lines through seven (7) DSS subsidiaries located around the globe. Of the seven subsidiaries, two of those have historically been the core subsidiaries of the Company: (1) Premier Packaging Corporation (“Premier Packaging”), and (2) 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. 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 (3) Decentralize Sharing Systems, Inc. (“Decentralized”) subsidiary, created a third business segment, Direct Marketing/Online Sales Group (“Direct”). This group provides services to assist companies in the growing gig economic business model of peer-to-peer direct marketing. Direct specializes in marketing and distributing its products and services through its subsidiaries, partner networks, and online marketplaces. Products include health and wellness for personal use, healthy living and lifestyle, and travel. Direct will also help to support the direct selling industry by offering services to its piers that streamline operations, enhance financing, and provide back-end business continuity. In addition to the three subsidiaries listed above DSS has created four new, wholly owned subsidiaries. (4) DSS Blockchain Security, Inc (“DSS Blockchain”)., 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. (5) DSS Securities, Inc. (“DSS Securities”), a Nevada corporation, was established to develop and/or acquire assets and investments in the securities trading and/or funds management arena. Further, Securities, in partnership with recognized global leaders in alternative trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets, utility tokens, stable coins and cryptocurrency via a digital asset trading platform using blockchain technology. The scope of services within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, STO and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency and cryptocurrency), and the listing and trading of digital assets (securities and cryptocurrency) on a secondary market(s). Also in this segment is the Company’s real estate investment trust (“REIT”), 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. the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. (6) DSS BioHealth Security, Inc. (“DSS BioHealth”), 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. (7) DSS Secure Living, Inc. (“DSS Secure Living”), 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. The activity in DSS Blockchain and DSS Secure Living has been minimal or in various start-up or organizational phases. 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 0.02 6.48 46,868 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. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8.03 of Regulation S-X for smaller reporting companies. Accordingly, these statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying balance sheets and related interim statements of operations and cash flows include all adjustments considered necessary for their fair presentation in accordance with U.S. GAAP. All significant intercompany transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results expected for the full year. For further information regarding the Company’s accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020. Principles of Consolidation Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable, convertible notes receivable, inventory, fair values of investments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of options and warrants to purchase the Company’s common stock, preferred stock, deferred revenue and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Reclassifications - Certain amounts on the accompanying consolidated balance sheets for the year ended December 31, 2020 have been reclassified to conform to current period presentation. 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. 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 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. Impairment of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment and tests the recoverability of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If a change in circumstance occurs, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If cash flows cannot be separately and independently identified for a single asset, the Company will determine whether impairment has occurred for the group of assets for which the Company can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, the Company measures any impairment by comparing the fair value of the asset or asset group to its carrying value. Related Party Liabilities – On April 1, 2020 the Company’s HWH World, Inc subsidiary has a service agreement with HWH Korea, a subsidiary of Alset International Limited (“Alset Intl.”) (formally Singapore eDevelopment Limited). 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 Company also owns approximately 127,179,000 shares of Alset Intl, a company publicly listed on the Singapore Exchange Limited. This service agreement will allow HWH Korea to utilize the Company’s merchant account in connection with their direct marketing network with periodic remittance of the cash collected to them for a fee of 2.5 % of amounts collected. As of June 30, 2021, the Company has collected approximately $ 286,000 as compared to $ 1,100,000 as of December 31, 2020 on behalf of HWH Korea. The amount of $ 253,000 was remitted to HWH Korea, net of fees and other expenses, in August of 2021. The related party liability of approximately $ 315,000 is included in “Other current liabilities” on the accompanying consolidated balance sheets. There were no amounts outstanding to this related party at June 30, 2020. Acquisitions - In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-01, Business Combinations (“Topic 805”): Clarifying the Definition of a Business (“ASU 2017-01”). The guidance is intended to assist entities with evaluating whether a set of transferred assets and activities is a business. Under this guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If the threshold is not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. See Note 5 regarding the acquisitions. Acquisition of assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable). Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. Discontinued Operations On May 7, 2021, the Company completed the sale of 100% of the capital stock of DSS Digital Inc. (“DSS Digital”), the Company’s wholly owned subsidiary, which researched, developed, marketed, and sold the Company’s digital products worldwide. Based on the magnitude of DSS Digital’s historical revenue to the Company and because the Company has exited the brand authentication services, functional anti-counterfeiting technology and technologies to satisfy commercial and consumer product needs for branding, intelligent packaging, and marketing, this sale represented a significant strategic shift that has a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for this sale as required by Accounting Standards Codification 210-05—Discontinued Operations. See Note 11. Earnings Per Common Share Concentration of Credit Risk - During the six months ended June 30, 2021, two customers accounted for 45 % of our consolidated revenue. As of June 30, 2021, these two customers accounted for 75 % of our consolidated trade accounts receivable balance. As of June 30, 2020, these two customers accounted for 45 % of our consolidated revenue and 53 % of our consolidated trade accounts receivable balance. Income Taxes Recent Accounting Pronouncements Impact of COVID-19 Outbreak - The COVID-19 pandemic has created global economic turmoil and has potentially permanently impacted how many businesses operate and how individuals will socialize and shop in the future. We continue to feel the effect of the COVID-19 business shutdowns and consumer stay-at-home protections. But the effect of the economic shutdown has impacted our business lines differently, some more severely than others. In most cases, we believe the negative economic trends and reduced sales will recover over time. Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including losses on inventory; impairment losses related to goodwill and other long-lived assets and current obligations. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. Revenue The Company recognizes its products and services revenue based on when the title passes to the customer or when the service is completed and accepted by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided. Sales and other taxes billed and collected from customers are excluded from revenue. The Company also derives revenue from royalties from third parties which are typically based on licensees’ net sales of products that utilize the Company’s technology, or on a per item usage of the technology on the customers’ printed products. The Company recognizes license revenue at the time it is reported by the licensee. From time to time, the Company generates license revenues through litigation settlements. For these, the Company recognizes revenue upon the execution of the agreement, when collectability is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met. The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes revenue as items are shipped. As of June 30, 2021, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one year or less. Accounts Receivable The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. Payment terms are generally 30 days but up to net 105 for certain customers. The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. At June 30, 2021, the Company established a reserve for doubtful accounts of approximately $ 84,000 25,000 Sales Commissions Sales commissions are expensed as incurred for contracts with an expected duration of one year or less. There were no sales commissions capitalized as of June 30, 2021. Shipping and Handling Costs Costs incurred by the Company related to shipping and handling are included in cost of products sold. Amounts charged to customers pertaining to these costs are reflected as revenue. See Note 14 for disaggregated revenue information. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Notes Receivable | 3. Notes Receivable Century TBD Holdings, LLC 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 June 30, 2021 and December 31, 2020, this TBD Note had outstanding principal and interest of approximately $ 537,000 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 third quarter of 2021. GSX Group Limited On February 8, 2021, the Company entered into a convertible promissory note (“GSX Note”) with GSX Group Limited (“GSX”), a company registered in Gibraltar. The Company loaned the principal sum of $ 800,000 , with principal and interest at a rate of 4 %, due in one year from date of issuance. The outstanding principal and interest as of June 30, 2021, approximated $ 813,000 The GSX Note shall be converted, at the Company’s option, into shares of GSX at the conversion price of $ 1.05 per share. On February 3, 2021, USX Holdings Company, Inc., a subsidiary of the Company entered into a binding joint venture term sheet (“GSX JV”) for the creation of a USA based joint venture alternative trading system or exchange (“JV Exchange”). If definitive terms of a joint venture agreement cannot be reached within 12 months from the date of the GSX JV, if mutually agreed upon, the parties shall continue to form JV Exchange based on terms of the GSX JV, or agree to terminate the GSX JV. Dustin Crum On February 21, 2021, Impact BioMedical, Inc. a subsidiary of the Company, entered into a promissory note (“Crum Note”) with Dustin Crum (“Crum”). The Company loaned the principal sum of $ 206,000 , with interest at a rate of 6.5 %, and maturity date of August 19, 2022 . Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until August 19, 2022, at which time all accrued interest and the entire remaining principal shall be due and payable in full. This note is secured by certain real property situated in Collier County, Florida. The outstanding principal and interest as of June 30, 2021, approximated $ 201,000 and is classified in long-term notes receivable on the accompanying consolidated balance sheets. Sharing Services Global Corporation On April 5, 2021, Decentralized Sharing Systems, Inc., a subsidiary of the Company entered into a convertible promissory note (“SHRG Note”) with Sharing Services Global Corporation (“SHRG”), a company registered in the state of Nevada. The Company loaned the principal sum of $ 30,000,000 , with interest at a rate of 8 %, and shall be due and payable in full on demand by the Company, or if the demand is not sooner made, April 5, 2024 . The interest shall be prepaid annually in cash or Class A Common Shares. At any time during the term of the SHRG Note, at the sole discretion of the Company, the outstanding principal can be converted in whole or in part into whole shares of SHRG Class A Common Stock at a conversion rate of $ 0.20 3,000,000 loan origination fee associated with this note which has been recorded as an offset to the SHRG Note and will be amortized monthly in the amount of approximately $ 83,000 through the term of the SHRG Note. Accordingly, in April 2021, the SHRG issued to the Company 27,000,000 shares of its Class A Common Stock, including 15,000,000 shares in payment of the loan origination fee and 12,000,000 shares in prepayment of interest for the first year In addition, the Company received 150,000,000 warrants both issued and vested on April 5, 2021. These warrants have an exercise price of $ 0.22 and expire April 5, 2026. Under ASC 815 (“Topic 815”), the warrants received with the SHRG Note do not meet the definition of a derivative but do require treatment as an equity investment (See Note 6). Accordingly, the value of the note was allocated between current portion of notes receivable and other investments on the consolidated balance sheet. The SHRG Note was valued at $ 15,043,000 as of April 5, 2021, net of discount. As of June 30, 2021, the amortized value of the note approximates $ 15,911,000 and approximates fair value. The Company, via three (3) of the Company’s existing board members, currently holds three (3) 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), and Mr. Frank D. Heuszel, the CEO of the Company (joined the SHRG Board effective September 29, 2020). Sentinel Brokers Company, Inc. On May 13, 2021, a subsidiary of the Company entered a revolving credit promissory note (“Sentinel Note”) with Sentinel Brokers Company, Inc. (“Sentinel”), a company registered in the state of New York. The Sentinel Note has an aggregate principal balance up to $ 600,000 6.65 May 13, 2023 0 300,000 Puradigm, LLC On May 14, 2021, DSS Pure Air, Inc. a subsidiary of the Company entered into a convertible promissory note (“Puradigm Note”) with Puradigm, LLC (“Puradigm”), a company registered in the state of Texas. The Puradigm Note has an aggregate principal balance up to $ 5,000,000 , to be funded at request of Puradigm. The Puradigm Note, which incurs interest at a rate of 6.5 % due quarterly, has a maturity date of May 14, 2023 . The Puradigm Note contains an options conversion clause that allows the Company to convert all, or a portion of all, into new issued member units of Puradigm with the maximum principal amount equal to 18 % of the total equity position of Puradigm at conversion. The outstanding principal and interest as of June 30, 2021, approximated $ 2,772,000 750,000 toward the Puradigm Note. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 4. Financial Instruments Cash, Cash Equivalents and Marketable Securities The following tables show the Company’s cash and cash equivalents and marketable securities and investments by significant investment category as of June 30, 2021, and December 31, 2020: Schedule of Cash and Marketable Securities by Significant Investment Category 2021 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Marketable Securities Investments Cash and cash equivalents $ 6,497,000 $ - $ 6,497,000 $ 6,497,000 $ - $ - Level 1 - Money Market Funds 59,148,000 - 59,148,000 59,148,000 - - Marketable Securities 4,727,000 2,592,000 7,319,000 - 7,319,000 - Level 2 Warrants 15,657,000 (6,117,000 ) 9,540,000 - - 9,540,000 Total $ 86,029,000 $ (3,525,000 ) $ 82,504,000 $ 65,645,000 $ 7,319,000 $ 9,540,000 2020 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Marketable Securities Investment Cash and cash equivalents $ 1,690,000 $ - $ 1,690,000 $ 1,690,000 $ - $ - 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 $ 11,524,000 $ 3,851,000 $ 15,375,000 $ 5,183,000 $ 9,136,000 $ 1,056,000 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. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 5. Acquisitions American Medical REIT Inc. 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 93 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. 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 March 31, 2021, 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 7 for further details. On June 18, 2021, DSS Securities, entered into a stock purchase agreement with AMRE to acquire 264,525 10 2,645,250 93% On June 18, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE financed the purchase of a 40,000 square foot, 2.0 story, Class A+ multi-tenant medical office building located on a 13.62 acre site in Shelton, Connecticut (See Note 7). In accordance with Topic 805, the acquisition of the medical facility has been determined to be an acquisition of assets as s ubstantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. The purchase price of the acquisition was $ 7,150,000 . Included in investments, real estate on the consolidated balance sheet is $ 4,640,000 , $ 1,600,000 , and $ 325,000 for the facility, land and tenant improvements respectively. Also include in the value of the property is $ 585,000 of intangible assets with an estimated useful life approximating 3 years. All assets were allocated on a relative fair value basis. As of June 30, 2021, no depreciation or amortization has been recognized for these assets. Contained within the sale-purchase agreement for this facility, is a $ 1,500,000 earnout due to the seller if certain criteria are met. As of June 30, 2021, no liability has been recorded for this earnout. During the three and six months ended June 30, 2021, AMRE had net losses of $ 191,000 249,000 70,000 93,000 Impact BioMedical, Inc. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical, Inc. (“Impact”), 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 to acquire 100 % of the outstanding shares of Impact. 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 which were recorded as general and administrative expenses. As a result of the Share Exchange, Impact 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 and have an ownership percentage ranging from 63.6 % to 100 %. During the three and six months ended June 30, 2021, Impact has incurred approximately $ 563,000 and $ 1,262,000 respectively of cost, of which $158,000 and $ 166,000 respectively of cost incurred is attributable to non-controlling interest. Although Impact historically, and to date has not generated any revenues, the acquisition of Impact 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. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Investments | 6. Investments Alset International Limited The Company owns 127,179,311 shares or approximately 7 % of the outstanding 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 as of June 30, 2021 and December 31, 2020. This investment is 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 June 30, 2021 and December 31, 2020 was approximately $ 5,863,000 and $ 6,830,000 respectively, and during the six months ended June 30, 2021 the Company recorded unrealized loss on this investment of approximately $ 967,000 . Sharing Services Global Corp. (“SHRG”) As of and through June 30, 2020, the Company classified its investment in Sharing Services Global Corp. (“SHRG”), a publicly traded company, as marketable equity security and measured it at fair value with gains and losses recognized in other income. In July 2020, through continued acquisition of common stock, as detailed below, the Company obtained greater than 20 Investments—Equity Method and Joint Ventures 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, causing the Company’s ownership in SHRG to exceed 20 %. 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. The warrants are considered an equity investment that is recorded at fair value with gains and losses recorded through earnings. These warrants have been recorded at the fair value of $ 548,000 as of June 30, 2021 as compared to $ 1,056,000 at December 31, 2020 on the Company’s consolidated balance sheet and are included in “other investments” with the decrease representing an unrealized loss of $ 623,000 and $ 507,000 respectively during the three and six months ended June 30, 2021. 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 July 22, 2020, the carrying value of the Company’s equity method investment exceeded our share of the book value of the investee’s underlying net assets by approximately $ 9,192,000 which represents primarily intangible assets in the form of a distributor lists and goodwill arising from acquisitions. These intangible assets have been valued at approximately $ 1,148,000 and $ 8,044,000 , respectively. The intangible asset arising from the distributor list has a five-year useful life. The Company has recorded amortization of $ 230,000 for the three and six months ended June 30, 2021 on the consolidated statement of operations. On April 5, 2021, a subsidiary of the Company entered into a convertible promissory note (“SHRG Note”) with SHRG (Note 3). The Company loaned the principal sum of $ 30,000,000 . Accordingly, in April 2021, the SHRG issued to the Company 27,000,000 shares of its Class A Common Stock, including 15,000,000 shares in payment of the loan origination fee and 12,000,000 shares in prepayment of interest for the first year. In addition, the Company received 150,000,000 warrants both issued and vested on April 5, 2021. These warrants have an exercise price of $ 0.22 and expire April 5, 2026. As of the date of issuance the warrants the consideration paid allocated to the warrants amounted to approximately $ 14,957,000 . The warrants are considered an equity investment that is recorded at fair value with gains and losses recorded through earnings. These warrants have been recorded at the fair value of $ 8,992,000 as of June 30, 2021 on the Company’s consolidated balance sheet and are included in “other investments” with the decrease representing an unrealized loss of $ 5,966,000 during the three and six months ended June 30, 2021. As of June 30, 2021, the Company held 91,207,378 class A common shares equating to a 46.7 % ownership interest in SHRG. Due to the difference in fiscal year ends between the two companies, DSS has elected to recognize its portion of SHRG’s earnings and losses on a two month lag basis and utilized SHRG’s three-month ended April 30, 2021 reported results to recognize a loss on the equity method investment of approximately $ 317,000 . The aggregate fair value of the Company’s investment in SHRG at June 30, 2021 was approximately $ 12,769,000 . The following table represents SHRG operating results for the eleven-months ended March 31, 2021: Schedule of Operating Result Net sales $ 64,811,151 Gross profit $ 46,546,657 Operating loss $ (2,177,526 ) Loss before income taxes $ (1,829,530 ) Income tax provision $ 594,509 Net loss $ (1,235,021 ) 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 14.9 100,000 10 24.9 20 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 minimal activity for the three and six months ended June 30, 2021. 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 4.99 630,000 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. Vivacitas Oncology, Inc. On March 15, 2021, the Company, through one of its subsidiaries, entered into a Stock Purchase Agreement (the “Vivacitas Agreement #1”) 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 at the per share price of $ 1.00 . This option will terminate upon one of the following events: (i) Vivacitas’ 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 Vivacitas 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 Vivacitas Agreement #1, the Company will be allocated two seats on the board of Vivacitas. On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. (“Seller”) to purchase from the Seller’s its wholly owned subsidiary Impact Oncology PTE Ltd. (“IOPL”) for a purchase price $ 2,480,000 . The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic 805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common stock. The Sellers largest shareholder is Mr. Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors and its largest shareholder. On April 1, 2021, the Company entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacities wished to employee the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $ 1.00 per share shall be $ 120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022. As of June 30, 2021, the Company has received 30 Common A Shares of Vivacitas. As of June 30, 2021, the Company will have an approximate 16% equity position in Vivacitas. On July 22, 2021, the Company exercised 1,000,000 of the available options under the Vivacitas Agreement #1 for $ 1,000,000 19.3 %. Sentinel Brokers Company, Inc. On May 13, 2021, a Sentinel Brokers, LLC., subsidiary of the Company entered into a stock purchase agreement (“Sentinel Agreement”) to acquire a 24.9 % equity position of Sentinel Brokers Company, Inc. (“Sentinel”), a company registered in the state of New York, for the purchase price of $ 300,000 . Under the terms of this agreement, the Company as the option to purchase an additional 50.1 % of the outstanding Class A Common Shares. Upon the exercising of this option, but no earlier than one year following the effective date the Sentinel Agreement, Sentinel has the option to sell the remaining 25 % to the Company. In consideration of purchase price investment in Sentinel, the Company is entitled to an additional 50.1 % of the net profits of Sentinel. The Company currently accounts for its investment in Sentinel using the equity method in accordance with ASC Topic 323, as it currently owns 24.9 % of Sentinel. The Company currently accounts for its investment in Sentinel using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures 18,000 Sentinel is a broker-dealer operating primarily as a fiduciary intermediary, facilitating intuitional trading of municipal and corporate bonds as well as preferred stock, and is 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”). |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt | 7. Short-Term and Long-Term Debt Revolving Credit Lines 800,000 2.0 May 31, 2021 0 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 June 30, 2021 and December 31, 2020, the Term Note had a balance of $ 710,000 and $ 771,000 respectively. The Company pays a monthly amount of $ 13,000 in principal and interest. The Term Note was paid in full in July 2021. Equipment Line of Credit 900,000 2 2 July 28, 2021 0 900,000 Promissory Notes - 1,200,000 with Citizens Bank. The new Promissory Note calls for monthly payments of $ 7,000 , with interest fixed at 4.22 %. The new Promissory Note matures on June 27, 2029 , at which time a balloon payment of $ 708,000 is due. In July of 2021, Premier Packaging repaid this note in full. As of June 30, 2021, and December 31, 2020, the new, consolidated Promissory Note had a balance of $ 1,080,000 1,100,000 . The Citizens credit facilities to each of the Company’s subsidiaries, 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 March 2, 2020, AMRE entered into a $ 200,000 8.0 March 2, 2022 four years 5.00 222,000 During Q2 2020, the Company received loan proceeds for Premier Packaging, DSS Digital, and AAMI in the amount of approximately $ 1,078,000 100 969,000 100 On March 16, 2021, American Medical REIT, Inc. received loan proceeds in the amount of approximately $ 110,000 1 60 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 May 20, 2021, Premier Packaging entered into master loan and security agreement (“BOA Note”) with Bank of America, N.A. (“BOA”) to secure financing in an amount not to exceed $ 3,200,000 to purchase a new Heidelberg XL 106-7+L printing press. The aggregate principal balance outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing. At closing, the interest rate shall be fixed for the duration of the Loan. As of June 30, 2021, the outstanding principal on the BOA Note was $ 1,113,000 and had an interest rate of 2.42%. On July 16, 2021, Premier Packaging drew an additional $ 742,000 against the BOA Note. On June 18, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton Agreement”) with Patriot Bank, N.A. (“Patriot Bank”) in an amount up to $6,155,000, with the amount financed approximating $5,105,000. The Shelton Agreement contains monthly payments of principal and an initial interest 4.25%. The interest will be adjusted commencing on July 1, 2026, and continuing for the next succeeding 5 year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Y ear amortizing advance rate, but in no event less than 4.25% 2,829,000 a 40,000 square foot, 2.0 story, Class A+ multi-tenant medical office building located on a 13.62 acre site (See Note 5). Of the total financed, approximately $ 189,000 4,916,000 186,000 |
Lease Liability
Lease Liability | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Lease Liability | 8 . Lease Liability The Company has operating leases predominantly for operating facilities. As of June 30, 2021, the remaining lease terms on our operating leases range from less than one to five years. Future minimum lease payments as of June 30, 2021 are as follows: Schedule of Future Minimum Lease Payments Maturity of Lease Liability Totals 2021 91,000 2022 19,000 2023 4,000 2024 4,000 2025 4,000 2026 2,000 Total lease payments 124,000 Less: Imputed Interest (6,000 ) Present value of remaining lease payments $ 118,000 Current $ 101,000 Noncurrent $ 17,000 Weighted-average remaining lease term (years) 1.0 Weighted-average discount rate 5.4 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies The Apple Litigation On November 26, 2013, DSS Technology Management, Inc. (“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. On April 27, 2021, the Court of Appeals heard oral argument, and on April 30, 2021, the Court affirmed the District Court’s judgment. The Company is currently evaluating its options for further proceedings on appeal. 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. On April 27, 2021, the Court of Appeals heard oral argument, and on April 30, 2021, the Court affirmed the District Court’s judgment. 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) $144,658 in wages from April 11, 2019 through December 31, 2019; (ii) $769 in alleged unpaid based salary for time worked before April 11, 2019; (iii) $15,385 in alleged paid time off compensation; (iv) $3,077 in alleged unpaid sick time compensation; (v) $26,077 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 in legal fees. The Company has objected 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 now engaged in discovery, awaiting a decision on the Company’s objection to Mr. Ronaldi’s fee application. The parties engaged in court-ordered mediation on June 17, 2021 but the matter did not resolve. Following mediation the Company moved to stay the federal court action pending the outcome of the state court action to avoid inconsistent rulings on common issues of law and fact. The motion to stay is pending. The Company intends to vigorously defend its position. 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 On March 30, 2021, Defendants DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel filed a motion to dismiss seeking to dismiss Maiden’s unjust enrichment, exemplary damages, and RICO claims against DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel, as well as Maiden’s fraudulent transfer claims against DSS and RBC International, Inc. On August 9, 2021, the Court the entered an order granting in part the motion to dismiss filed on behalf of DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel. Among other things, the Court held that Maiden failed to plausibly plead certain causes of action, including (1) the civil RICO claim against DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel, (2) the TUFTA claim against DSS, and (3) the unjust enrichment claim against DSS and RBC Life International, Inc. Notably, the Court declined the request to dismiss the TUFTA claim against RBC Life International, Inc. The Court granted Maiden leave to file an amended complaint. Maiden’s deadline to do so is Monday, September 6, 2021. The Company intends to vigorously defend its position. 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. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity Sales of Equity In connection with the Share Exchange for Impact BioMedical described in Note 5, 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 0.02 47,000 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 46,868,000 1,000 6.48 154.32 19.99 7,232,670 4,293 662,500 35,316 5,450,000 7,259 1,120,170 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 0.02 3.60 1,000,000 24.9 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 0.02 2.80 1,847,901 36.14 On May 26, 2021, the Company entered into an underwriting agreement (the “May 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 “May 2021 Offering”), of 29,000,000 0.02 1.50 4,350,000 45.75 Stock-Based Compensation - 30,000 or less than ($ .01) basic and diluted loss per share for the three months ended June 30, 2021($ 54,000 or less than $ .04 basic and diluted loss per share – June 30, 2020). 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 into marketing expense as it is earned. For the three and six month period ending June 30, 2021, the Company recognized $ 45,000 90,000 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 11. 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 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. As of June 30, 2021, the Company has recognized $ 390,000 of this earn out, all of which was recognized during the year ended December 31, 2020. The net effect of all assets disposed of resulted in a net loss of $ 111,000 to the third quarter 2020. 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. In April 2021, the Company terminated this lease with the landlord effective March 31, 2021 and therefore, wrote off the asset and corresponding liability associated with the lease at March 31, 2021. As of December 31, 2020 $ 744,000 was record as non-current asset held for sale – discontinued operations on the consolidated balance sheet. Also recorded was $ 240,000 of current liabilities held for sale – discontinued operations and $ 505,000 of non-current liabilities held for sale – discontinued operations. Schedule of Discontinued Operations The following table shows the results of operations of the discontinued operation. Plastic Printing Professionals, Inc. Consolidated Statements of Operations and Comprehensive Loss - Discontinued Operations (unaudited) For the Three Months Ended For the Six Months Ended June 30, 2020 June 30, 2020 Revenue: Printed products $ 603,000 $ 1,383,000 Total revenue 603,000 1,383,000 Costs and expenses: Cost of revenue, exclusive of depreciation and amortization 484,000 1,113,000 Selling, general and administrative (including stock based compensation) 286,000 733,000 Depreciation and amortization 58,000 115,000 Impairment of goodwill - 685,000 Total costs and expenses 828,000 2,646,000 Operating loss (225,000 ) (1,263,000 ) Other income (expense): Interest expense (7,000 ) (15,000 ) Income (loss) before income taxes (232,000 ) (1,278,000 ) Income tax expense (benefit) - - Income (loss) from discontinued operations $ (232,000 ) $ (1,278,000 ) On May 7, 2021, the Company completed the sale of 100 % of the capital stock of DSS Digital Inc., the Company’s wholly-owned subsidiary (“DSS Digital”), to Proof Authentication Corporation (the “Buyer”) pursuant to a stock purchase agreement (the “Digital Purchase Agreement”). Pursuant to the terms of the Digital Purchase Agreement, the Buyer purchased DSS Digital for a purchase price of $ 5,000,000 , consisting of $ 3 million in cash; $ 1.5 million in potential earn-out if certain performance targets are met during an earn-out period commencing on the one-year anniversary of the closing and ending the day before the six-year of the closing; and $ 0.5 million in trade credit or license fee rebates. 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 three-months ended June 30, 2021. Also, the Company has not utilized the $ 0.5 2,226,000 . This amount is included in Income (loss) from Discontinued Operations on the accompanying consolidated statement of operations. The following tables show the major classes of assets and liabilities held for sale and results of operations of the discontinued operation. Schedule of Assets and Liabilities Held for Sale DSS Digital, Inc. Consolidated Balance Sheets - Assets and Liabilities Held for Sale June 30, 2021 December 31, 2020 unaudited unaudited ASSETS Current assets: Cash $ $ 43,000 Accounts receivable, net - 321,000 Prepaid expenses and other current assets - 167,000 Total current assets - 531,000 Property, plant and equipment, net - 46,000 Total assets - 577,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ - $ 25,000 Accrued expenses and deferred revenue - 10,000 Total current liabilities - 35,000 DSS Digital, Inc. Consolidated Statements of Operations - Discontinued Operations (unaudited) 2021 2020 2021 2020 For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue: Technology sales, services and licensing $ 60,000 $ 351,000 $ 535,000 $ 832,000 Total revenue 60,000 351,000 535,000 832,000 Costs and expenses: Cost of revenue, exclusive of depreciation and amortization 22,000 67,000 87,000 135,000 Selling, general and administrative (including stock based compensation) 94,000 256,000 338,000 609,000 Depreciation and amortization 1,000 4,000 5,000 8,000 Total costs and expenses 117,000 327,000 430,000 752,000 Operating (loss) income (57,000 ) 24,000 105,000 80,000 Income (loss) before income taxes (57,000 ) 24,000 105,000 80,000 Income tax expense (benefit) - - - - Income (loss) from discontinued operations $ (57,000 ) $ 24,000 $ 105,000 $ 80,000 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | 12. Income Taxes Our effective tax rate for the six-month ended June 30, 2021 was 17.3 %. There was no tax provision for June 30, 2020 due to the expected tax benefit from net operating losses (NOLs) being fully offset by an increase in the valuation allowance. The Company recorded a discrete tax expense in the six-month period ended June 30, 2021, of $ 83,000 As of December 31, 2020, the Company has domestic net operating loss (“NOL”) carryforwards of approximately $ 56.7 million. The utilization of these NOLs is limited under Sec. 382 of the Internal Revenue Code. A valuation allowance has been recorded to reduce the deferred tax asset to the expected realizable amount, leaving $ 2.1 As of June 30, 2021, no There were no As a result of our operations, we file income tax returns in various jurisdictions including U.S. federal, U.S. state and foreign jurisdictions. We are routinely subject to examination by taxing authorities in these various jurisdictions. At June 30, 2021, there are no ongoing income tax audits. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 13. Supplemental Cash Flow Information The following table summarizes supplemental cash flows for the six months ended June 30, 2021 and 2020: Schedule of Supplemental Cash Flow Information 2021 2020 Cash paid for interest $ 126,000 $ 73,000 Non-cash investing and financing activities: Termination of right of use lease asset $ (744,000 ) $ — Termination of right of use lease liability $ 744,000 $ — Shares received for loan origination fee $ (3,000,000 ) Shares received for prepaid loan interest $ (2,440,000 ) Long-lived assets acquired through settlement of notes receivable $ - $ 838,000 Shares issued for marketing services $ - $ 210,000 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company’s eight businesses lines are organized, managed and internally reported as four operating segments Our segment structure presented below represents a change from the prior year for the inclusion of our BioHealth Group and REITs segments and the removal of our Plastics segment, Digital Group and IP Technology Management segment as the Plastics segment was discontinued in 2020, DSS Digital was sold and discontinued in May 2021 and activities surrounding our IP Technology Management segment have significantly decreased. The amounts for these segments have been included in the Corporate reporting segment for the three months ended June 30, 2021 and 2020 below for reconciliation purposes. Approximate information concerning the Company’s operations by reportable segment for the three and six months ended June 30, 2021 and 2020 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: Schedule of Operations by Reportable Segment Three Months Ended June 30, 2021 Packaging and Printing Direct Marketing Biohealth Group Securities Corporate Total Revenue $ 3,376,000 $ 809,000 $ - $ - $ - $ 4,185,000 Depreciation and amortization 191,000 274,000 278,000 - 78,000 821,000 Interest expense 19,000 2,000 1,000 67,000 17,000 106,000 Stock based compensation 1,000 - - - (31,000 ) (30,000 ) Net income (loss) from continuing operations 65,000 (5,985,000 ) (610,000 ) (173,000 ) (4,022,000 ) (10,725,000 ) Capital expenditures 1,202,000 - - 6,565,000 (57,000 ) 7,710,000 Identifiable assets 29,463,000 44,772,000 53,717,000 10,939,000 52,270,000 191,161,000 Three Months Ended June 30, 2020 Packaging and Printing Direct Marketing Biohealth Group Securities Corporate Total Revenue $ 2,272,000 $ 506,000 $ - $ - $ 2,778,000 Depreciation and amortization 195,000 - 78,000 273,000 Interest expense 28,000 - - 14,000 42,000 Stock based compensation 4,000 - - (21,000 ) (17,000 ) Net income (loss) from continuing operations 64,000 (25,000 ) - (735,000 ) (696,000 ) Capital expenditures 31,000 - - 2,000 33,000 Identifiable assets 9,715,000 1,411,000 - 13,022,000 24,148,000 Six Months Ended June 30, 2021 Packaging and Printing Direct Marketing Biohealth Group Securities Corporate Total Revenue $ 7,237,000 $ 1,416,000 $ - $ - $ - $ 8,653,000 Depreciation and amortization 307,000 319,000 556,000 - 153,000 1,335,000 Interest expense 39,000 2,000 1,000 67,000 (17,000 ) 126,000 Stock based compensation 1,000 - - - (16,000 ) (15,000 ) Net income (loss) from continuing operations 283,000 (7,785,000 ) (1,308,000 ) (231,000 ) (5,746,000 ) (14,787,000 ) Capital expenditures 1,202,000 6,000 - 6,565,000 55,000 7,828,000 Identifiable assets 29,463,000 44,772,000 53,717,000 10,939,000 52,270,000 191,161,000 Six Months Ended June 30, 2020 Packaging and Printing Direct Marketing Biohealth Group Securities Corporate Total Revenue $ 5,438,000 $ 1,078,000 $ $ - $ - $ 6,516,000 Depreciation and amortization 418,000 - - - 155,000 573,000 Interest expense 55,000 - - - 18,000 73,000 Stock based compensation 8,000 - - - 46,000 54,000 Net income (loss) from continuing operations 86,000 179,000 - - (1,941,000 ) (1,676,000 ) Capital expenditures 76,000 - - - 4,000 80,000 Identifiable assets 9,715,000 1,411,000 - - 13,022,000 24,148,000 The following tables disaggregate our business segment revenues by major source: Schedule of Disaggregation of Revenue Printed Products Revenue Information: Three months ended June 30, 2021 Packaging Printing and Fabrication $ 3,336,000 Commercial and Security Printing 40,000 Total Printed Products $ 3,376,000 Three months ended June 30, 2020 Packaging Printing and Fabrication $ 2,103,000 Commercial and Security Printing 169,000 Total Printed Products $ 2,272,000 Six months ended June 30, 2021 Packaging Printing and Fabrication $ 7,056,000 Commercial and Security Printing 181,000 Total Printed Products $ 7,237,000 Six months ended June 30, 2020 Packaging Printing and Fabrication $ 5,067,000 Commercial and Security Printing 371,000 Total Printed Products $ 5,438,000 Direct Marketing Three months ended June 30, 2021 Direct Marketing Internet Sales $ 809,000 Total Direct Marketing $ 809,000 Three months ended June 30, 2020 Direct Marketing Internet Sales $ 506,000 Total Direct Marketing $ 506,000 Six months ended June 30, 2021 Direct Marketing Internet Sales $ 1,416,000 Total Direct Marketing $ 1,416,000 Six months ended June 30, 2020 Direct Marketing Internet Sales $ 1,078,000 Total Direct Marketing $ 1,078,000 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable, convertible notes receivable, inventory, fair values of investments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of options and warrants to purchase the Company’s common stock, preferred stock, deferred revenue and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Reclassifications | Reclassifications - Certain amounts on the accompanying consolidated balance sheets for the year ended December 31, 2020 have been reclassified to conform to current period presentation. |
Investments | 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. |
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 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. |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment and tests the recoverability of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If a change in circumstance occurs, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If cash flows cannot be separately and independently identified for a single asset, the Company will determine whether impairment has occurred for the group of assets for which the Company can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, the Company measures any impairment by comparing the fair value of the asset or asset group to its carrying value. |
Related Party Liabilities | Related Party Liabilities – On April 1, 2020 the Company’s HWH World, Inc subsidiary has a service agreement with HWH Korea, a subsidiary of Alset International Limited (“Alset Intl.”) (formally Singapore eDevelopment Limited). 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 Company also owns approximately 127,179,000 shares of Alset Intl, a company publicly listed on the Singapore Exchange Limited. This service agreement will allow HWH Korea to utilize the Company’s merchant account in connection with their direct marketing network with periodic remittance of the cash collected to them for a fee of 2.5 % of amounts collected. As of June 30, 2021, the Company has collected approximately $ 286,000 as compared to $ 1,100,000 as of December 31, 2020 on behalf of HWH Korea. The amount of $ 253,000 was remitted to HWH Korea, net of fees and other expenses, in August of 2021. The related party liability of approximately $ 315,000 is included in “Other current liabilities” on the accompanying consolidated balance sheets. There were no amounts outstanding to this related party at June 30, 2020. |
Acquisitions | Acquisitions - In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-01, Business Combinations (“Topic 805”): Clarifying the Definition of a Business (“ASU 2017-01”). The guidance is intended to assist entities with evaluating whether a set of transferred assets and activities is a business. Under this guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If the threshold is not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. See Note 5 regarding the acquisitions. Acquisition of assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable). Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. |
Discontinued Operations | Discontinued Operations On May 7, 2021, the Company completed the sale of 100% of the capital stock of DSS Digital Inc. (“DSS Digital”), the Company’s wholly owned subsidiary, which researched, developed, marketed, and sold the Company’s digital products worldwide. Based on the magnitude of DSS Digital’s historical revenue to the Company and because the Company has exited the brand authentication services, functional anti-counterfeiting technology and technologies to satisfy commercial and consumer product needs for branding, intelligent packaging, and marketing, this sale represented a significant strategic shift that has a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for this sale as required by Accounting Standards Codification 210-05—Discontinued Operations. See Note 11. |
Earnings Per Common Share | Earnings Per Common Share |
Concentration of Credit Risk | Concentration of Credit Risk - During the six months ended June 30, 2021, two customers accounted for 45 % of our consolidated revenue. As of June 30, 2021, these two customers accounted for 75 % of our consolidated trade accounts receivable balance. As of June 30, 2020, these two customers accounted for 45 % of our consolidated revenue and 53 % of our consolidated trade accounts receivable balance. |
Income Taxes | Income Taxes |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Impact of COVID-19 Outbreak | Impact of COVID-19 Outbreak - The COVID-19 pandemic has created global economic turmoil and has potentially permanently impacted how many businesses operate and how individuals will socialize and shop in the future. We continue to feel the effect of the COVID-19 business shutdowns and consumer stay-at-home protections. But the effect of the economic shutdown has impacted our business lines differently, some more severely than others. In most cases, we believe the negative economic trends and reduced sales will recover over time. Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including losses on inventory; impairment losses related to goodwill and other long-lived assets and current obligations. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cash and Marketable Securities by Significant Investment Category | The following tables show the Company’s cash and cash equivalents and marketable securities and investments by significant investment category as of June 30, 2021, and December 31, 2020: Schedule of Cash and Marketable Securities by Significant Investment Category 2021 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Marketable Securities Investments Cash and cash equivalents $ 6,497,000 $ - $ 6,497,000 $ 6,497,000 $ - $ - Level 1 - Money Market Funds 59,148,000 - 59,148,000 59,148,000 - - Marketable Securities 4,727,000 2,592,000 7,319,000 - 7,319,000 - Level 2 Warrants 15,657,000 (6,117,000 ) 9,540,000 - - 9,540,000 Total $ 86,029,000 $ (3,525,000 ) $ 82,504,000 $ 65,645,000 $ 7,319,000 $ 9,540,000 2020 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Marketable Securities Investment Cash and cash equivalents $ 1,690,000 $ - $ 1,690,000 $ 1,690,000 $ - $ - 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 $ 11,524,000 $ 3,851,000 $ 15,375,000 $ 5,183,000 $ 9,136,000 $ 1,056,000 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Operating Result | Schedule of Operating Result Net sales $ 64,811,151 Gross profit $ 46,546,657 Operating loss $ (2,177,526 ) Loss before income taxes $ (1,829,530 ) Income tax provision $ 594,509 Net loss $ (1,235,021 ) |
Lease Liability (Tables)
Lease Liability (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of June 30, 2021 are as follows: Schedule of Future Minimum Lease Payments Maturity of Lease Liability Totals 2021 91,000 2022 19,000 2023 4,000 2024 4,000 2025 4,000 2026 2,000 Total lease payments 124,000 Less: Imputed Interest (6,000 ) Present value of remaining lease payments $ 118,000 Current $ 101,000 Noncurrent $ 17,000 Weighted-average remaining lease term (years) 1.0 Weighted-average discount rate 5.4 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Schedule of Discontinued Operations The following table shows the results of operations of the discontinued operation. Plastic Printing Professionals, Inc. Consolidated Statements of Operations and Comprehensive Loss - Discontinued Operations (unaudited) For the Three Months Ended For the Six Months Ended June 30, 2020 June 30, 2020 Revenue: Printed products $ 603,000 $ 1,383,000 Total revenue 603,000 1,383,000 Costs and expenses: Cost of revenue, exclusive of depreciation and amortization 484,000 1,113,000 Selling, general and administrative (including stock based compensation) 286,000 733,000 Depreciation and amortization 58,000 115,000 Impairment of goodwill - 685,000 Total costs and expenses 828,000 2,646,000 Operating loss (225,000 ) (1,263,000 ) Other income (expense): Interest expense (7,000 ) (15,000 ) Income (loss) before income taxes (232,000 ) (1,278,000 ) Income tax expense (benefit) - - Income (loss) from discontinued operations $ (232,000 ) $ (1,278,000 ) |
Schedule of Assets and Liabilities Held for Sale | Schedule of Assets and Liabilities Held for Sale DSS Digital, Inc. Consolidated Balance Sheets - Assets and Liabilities Held for Sale June 30, 2021 December 31, 2020 unaudited unaudited ASSETS Current assets: Cash $ $ 43,000 Accounts receivable, net - 321,000 Prepaid expenses and other current assets - 167,000 Total current assets - 531,000 Property, plant and equipment, net - 46,000 Total assets - 577,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ - $ 25,000 Accrued expenses and deferred revenue - 10,000 Total current liabilities - 35,000 DSS Digital, Inc. Consolidated Statements of Operations - Discontinued Operations (unaudited) 2021 2020 2021 2020 For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue: Technology sales, services and licensing $ 60,000 $ 351,000 $ 535,000 $ 832,000 Total revenue 60,000 351,000 535,000 832,000 Costs and expenses: Cost of revenue, exclusive of depreciation and amortization 22,000 67,000 87,000 135,000 Selling, general and administrative (including stock based compensation) 94,000 256,000 338,000 609,000 Depreciation and amortization 1,000 4,000 5,000 8,000 Total costs and expenses 117,000 327,000 430,000 752,000 Operating (loss) income (57,000 ) 24,000 105,000 80,000 Income (loss) before income taxes (57,000 ) 24,000 105,000 80,000 Income tax expense (benefit) - - - - Income (loss) from discontinued operations $ (57,000 ) $ 24,000 $ 105,000 $ 80,000 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table summarizes supplemental cash flows for the six months ended June 30, 2021 and 2020: Schedule of Supplemental Cash Flow Information 2021 2020 Cash paid for interest $ 126,000 $ 73,000 Non-cash investing and financing activities: Termination of right of use lease asset $ (744,000 ) $ — Termination of right of use lease liability $ 744,000 $ — Shares received for loan origination fee $ (3,000,000 ) Shares received for prepaid loan interest $ (2,440,000 ) Long-lived assets acquired through settlement of notes receivable $ - $ 838,000 Shares issued for marketing services $ - $ 210,000 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operations by Reportable Segment | Approximate information concerning the Company’s operations by reportable segment for the three and six months ended June 30, 2021 and 2020 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: Schedule of Operations by Reportable Segment Three Months Ended June 30, 2021 Packaging and Printing Direct Marketing Biohealth Group Securities Corporate Total Revenue $ 3,376,000 $ 809,000 $ - $ - $ - $ 4,185,000 Depreciation and amortization 191,000 274,000 278,000 - 78,000 821,000 Interest expense 19,000 2,000 1,000 67,000 17,000 106,000 Stock based compensation 1,000 - - - (31,000 ) (30,000 ) Net income (loss) from continuing operations 65,000 (5,985,000 ) (610,000 ) (173,000 ) (4,022,000 ) (10,725,000 ) Capital expenditures 1,202,000 - - 6,565,000 (57,000 ) 7,710,000 Identifiable assets 29,463,000 44,772,000 53,717,000 10,939,000 52,270,000 191,161,000 Three Months Ended June 30, 2020 Packaging and Printing Direct Marketing Biohealth Group Securities Corporate Total Revenue $ 2,272,000 $ 506,000 $ - $ - $ 2,778,000 Depreciation and amortization 195,000 - 78,000 273,000 Interest expense 28,000 - - 14,000 42,000 Stock based compensation 4,000 - - (21,000 ) (17,000 ) Net income (loss) from continuing operations 64,000 (25,000 ) - (735,000 ) (696,000 ) Capital expenditures 31,000 - - 2,000 33,000 Identifiable assets 9,715,000 1,411,000 - 13,022,000 24,148,000 Six Months Ended June 30, 2021 Packaging and Printing Direct Marketing Biohealth Group Securities Corporate Total Revenue $ 7,237,000 $ 1,416,000 $ - $ - $ - $ 8,653,000 Depreciation and amortization 307,000 319,000 556,000 - 153,000 1,335,000 Interest expense 39,000 2,000 1,000 67,000 (17,000 ) 126,000 Stock based compensation 1,000 - - - (16,000 ) (15,000 ) Net income (loss) from continuing operations 283,000 (7,785,000 ) (1,308,000 ) (231,000 ) (5,746,000 ) (14,787,000 ) Capital expenditures 1,202,000 6,000 - 6,565,000 55,000 7,828,000 Identifiable assets 29,463,000 44,772,000 53,717,000 10,939,000 52,270,000 191,161,000 Six Months Ended June 30, 2020 Packaging and Printing Direct Marketing Biohealth Group Securities Corporate Total Revenue $ 5,438,000 $ 1,078,000 $ $ - $ - $ 6,516,000 Depreciation and amortization 418,000 - - - 155,000 573,000 Interest expense 55,000 - - - 18,000 73,000 Stock based compensation 8,000 - - - 46,000 54,000 Net income (loss) from continuing operations 86,000 179,000 - - (1,941,000 ) (1,676,000 ) Capital expenditures 76,000 - - - 4,000 80,000 Identifiable assets 9,715,000 1,411,000 - - 13,022,000 24,148,000 |
Schedule of Disaggregation of Revenue | The following tables disaggregate our business segment revenues by major source: Schedule of Disaggregation of Revenue Printed Products Revenue Information: Three months ended June 30, 2021 Packaging Printing and Fabrication $ 3,336,000 Commercial and Security Printing 40,000 Total Printed Products $ 3,376,000 Three months ended June 30, 2020 Packaging Printing and Fabrication $ 2,103,000 Commercial and Security Printing 169,000 Total Printed Products $ 2,272,000 Six months ended June 30, 2021 Packaging Printing and Fabrication $ 7,056,000 Commercial and Security Printing 181,000 Total Printed Products $ 7,237,000 Six months ended June 30, 2020 Packaging Printing and Fabrication $ 5,067,000 Commercial and Security Printing 371,000 Total Printed Products $ 5,438,000 Direct Marketing Three months ended June 30, 2021 Direct Marketing Internet Sales $ 809,000 Total Direct Marketing $ 809,000 Three months ended June 30, 2020 Direct Marketing Internet Sales $ 506,000 Total Direct Marketing $ 506,000 Six months ended June 30, 2021 Direct Marketing Internet Sales $ 1,416,000 Total Direct Marketing $ 1,416,000 Six months ended June 30, 2020 Direct Marketing Internet Sales $ 1,078,000 Total Direct Marketing $ 1,078,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 21, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Product Information [Line Items] | ||||
Common stock, par value | $ 0.02 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 45.00% | 45.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 75.00% | 53.00% | ||
HWH Korea [Member] | ||||
Product Information [Line Items] | ||||
Shares issued under the term of share exchange | 127,179,000 | |||
Periodic fee remittance percentage | 2.50% | |||
Due from Related Parties | $ 286,000 | $ 1,100,000 | ||
Remitted amount, net of fees and other expenses | 253,000 | |||
HWH Korea [Member] | Other Current Liabilities [Member] | ||||
Product Information [Line Items] | ||||
Due from Related Parties | $ 315,000 | |||
Impact BioMedical, Inc. [Member] | Share Exchange Agreement [Member] | ||||
Product Information [Line Items] | ||||
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 Preferred Stock [Member] | ||||
Product Information [Line Items] | ||||
Shares Issued, Price Per Share | $ 1,000 | |||
Number of newly issued shares | 46,868 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Reserve for doubtful accounts | $ 84,000 | $ 25,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | May 14, 2021 | May 13, 2021 | Apr. 05, 2021 | Apr. 05, 2021 | Feb. 21, 2021 | Oct. 10, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 02, 2021 | Feb. 08, 2021 | Dec. 30, 2020 |
Entity Listings [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment | $ 537,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,350,000 | 21,834,000 | 896,000 | 863,000 | |||||||||||
Sharing Service Global Corporation [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Notes receivable | $ 15,043,000 | $ 15,043,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | $ 0.22 | |||||||||||||
Amortization of Debt Issuance Costs | $ 15,911,000 | ||||||||||||||
Sharing Service Global Corporation [Member] | Common Stock [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 150,000,000 | 150,000,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | $ 0.22 | |||||||||||||
Sentinel Brokers Company Inc [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Debt interest rate | 6.65% | ||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Outstanding principal and interest | $ 2,772,000 | ||||||||||||||
Convertible Promissory Note [Member] | Sentinel Brokers Company Incorporation [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Purchase price | $ 300,000 | ||||||||||||||
Convertible Promissory Note [Member] | Sharing Service Global Corporation [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Debt interest rate | 8.00% | 8.00% | |||||||||||||
Debt Instrument, Maturity Date | Apr. 5, 2024 | ||||||||||||||
Debt instrument conversion price per shares | $ 0.0020 | $ 0.0020 | |||||||||||||
Notes receivable | $ 30,000,000 | $ 30,000,000 | |||||||||||||
Loan Processing Fee | 3,000,000 | ||||||||||||||
Amortized value | $ 83,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 27,000,000 | ||||||||||||||
Convertible Promissory Note [Member] | Sentinel Brokers Company Inc [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Debt Instrument, Maturity Date | May 13, 2023 | ||||||||||||||
Notes receivable | $ 600,000 | $ 0 | 0 | ||||||||||||
For Loan Origination Fee [Member] | Convertible Promissory Note [Member] | Sharing Service Global Corporation [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 15,000,000 | ||||||||||||||
For Prepayment of Interest [Member] | Convertible Promissory Note [Member] | Sharing Service Global Corporation [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 12,000,000 | ||||||||||||||
Century TBD Holdings, LLC [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Outstanding principal and interest | $ 500,000 | ||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 19.80% | ||||||||||||||
Debt interest rate | 6.00% | ||||||||||||||
Debt Instrument, Maturity Date | Oct. 9, 2021 | ||||||||||||||
Century TBD Holdings, LLC [Member] | Maximum [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Outstanding principal and interest | $ 500,000 | ||||||||||||||
West Park Capital, Inc [Member] | Note and Stock Exchange Agreement [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Equity Method Investment, Ownership Percentage | 7.50% | ||||||||||||||
GSX Group Limited [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Outstanding principal and interest | 813,000 | 813,000 | $ 800,000 | ||||||||||||
Debt interest rate | 4.00% | ||||||||||||||
Debt instrument conversion price per shares | $ 1.05 | ||||||||||||||
Dustin Crum [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Outstanding principal and interest | $ 206,000 | $ 201,000 | $ 201,000 | ||||||||||||
Debt interest rate | 6.50% | ||||||||||||||
Debt Instrument, Maturity Date | Aug. 19, 2022 | ||||||||||||||
Puradigm LLC [Member] | Secured Convertible Notes [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Debt Instrument, Maturity Date | May 14, 2023 | ||||||||||||||
Puradigm LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Outstanding principal and interest | $ 5,000,000 | ||||||||||||||
Debt interest rate | 6.50% | 18.00% | 18.00% | ||||||||||||
Additional Advance Convertable Debt | $ 750,000 |
Schedule of Cash and Marketable
Schedule of Cash and Marketable Securities by Significant Investment Category (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Compensating Balances [Line Items] | ||
Adjusted Cost | $ 86,029,000 | $ 11,524,000 |
Unrealized Gain/(Loss) | (3,525,000) | 3,851,000 |
Fair Value | 82,504,000 | 15,375,000 |
Cash and Cash Equivalents | 65,645,000 | 5,183,000 |
Current Marketable Securities | 7,319,000 | 9,136,000 |
Investments | 9,540,000 | 1,056,000 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Compensating Balances [Line Items] | ||
Adjusted Cost | 15,657,000 | 700,000 |
Unrealized Gain/(Loss) | (6,117,000) | 356,000 |
Fair Value | 9,540,000 | 1,056,000 |
Cash and Cash Equivalents | ||
Current Marketable Securities | ||
Investments | 9,540,000 | 1,056,000 |
Cash and Cash Equivalents [Member] | ||
Compensating Balances [Line Items] | ||
Adjusted Cost | 6,497,000 | 1,690,000 |
Unrealized Gain/(Loss) | ||
Fair Value | 6,497,000 | 1,690,000 |
Cash and Cash Equivalents | 6,497,000 | 1,690,000 |
Current Marketable Securities | ||
Investments | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Compensating Balances [Line Items] | ||
Adjusted Cost | 59,148,000 | 3,493,000 |
Unrealized Gain/(Loss) | ||
Fair Value | 59,148,000 | 3,493,000 |
Cash and Cash Equivalents | 59,148,000 | 3,493,000 |
Current Marketable Securities | ||
Investments | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Compensating Balances [Line Items] | ||
Adjusted Cost | 4,727,000 | 5,641,000 |
Unrealized Gain/(Loss) | 2,592,000 | 3,495,000 |
Fair Value | 7,319,000 | 9,136,000 |
Cash and Cash Equivalents | ||
Current Marketable Securities | 7,319,000 | 9,136,000 |
Investments | ||
Cash Equivalents [Member] | ||
Compensating Balances [Line Items] | ||
Cash and Cash Equivalents | $ 65,645,000 | $ 5,183,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Jun. 18, 2021 | Jun. 18, 2021 | Aug. 21, 2020 | Mar. 03, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 18, 2020 |
Business Acquisition [Line Items] | |||||||||||
Intangible Assets, Net (Excluding Goodwill) | $ 585,000 | $ 585,000 | |||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.02 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 45,748,000 | $ 61,068,000 | $ 6,185,000 | $ 4,054,000 | |||||||
American Medical REIT Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | |||||||||
Number of shares issued on acquisition | 264,525 | ||||||||||
Stock issued for acquisition, values | $ 2,645,250 | ||||||||||
Acquired percentage | 93.00% | 93.00% | |||||||||
Net loss on acquisition | 191,000 | $ 249,000 | |||||||||
Payments to acquire business and non-controlling interest | 70,000 | 93,000 | |||||||||
AMRE Shelton LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Description of Acquired Entity | The purchase price of the acquisition was $ | ||||||||||
Impact BioMedical, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Incurred cost | 563,000 | 1,262,000 | |||||||||
Income (Loss) Attributable to Noncontrolling Interest, before Tax | $ 158,000 | $ 166,000 | |||||||||
Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity ownership percentage | 19.99% | ||||||||||
Maximum [Member] | Impact BioMedical, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity ownership percentage | 100.00% | ||||||||||
Minimum [Member] | Impact BioMedical, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity ownership percentage | 63.60% | ||||||||||
IPO [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Initial public offering percentage | 50.00% | 50.00% | |||||||||
IPO [Member] | Maximum [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | |||||||||
American Medical REIT Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 844,000 | ||||||||||
AMRE Shelton LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 7,150,000 | ||||||||||
[custom:InvestmentFacilityAllocated-0] | $ 4,640,000 | 4,640,000 | |||||||||
[custom:RealEstateAllocatedPrice-0] | 1,600,000 | 1,600,000 | |||||||||
[custom:LandAndTenantImprovements-0] | $ 325,000 | $ 325,000 | |||||||||
Term Sheet [Member] | American Medical REIT Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 800,000 | ||||||||||
Debt Instrument, Maturity Date | Mar. 3, 2022 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 160,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||||||||
Warrants and Rights Outstanding, Maturity Date | Mar. 3, 2024 | ||||||||||
Unsecured Debt | $ 200,000 | $ 200,000 | |||||||||
Term Sheet [Member] | AMRE Asset Management Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity ownership percentage | 52.50% | ||||||||||
Term Sheet [Member] | American Medical REIT Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity ownership percentage | 93.00% | ||||||||||
Sale Purchase Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesEarnOutDue-0] | $ 1,500,000 | $ 1,500,000 | |||||||||
Share Exchange Agreement [Member] | Impact BioMedical, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity ownership percentage | 100.00% | ||||||||||
Shares Issued, Price Per Share | $ 6.48 | ||||||||||
Number of shares issued on acquisition | 483,334 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.02 | ||||||||||
Share Exchange Agreement [Member] | Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares Issued, Price Per Share | $ 1,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 46,868 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 46,868,000 | ||||||||||
Business Combination, Consideration Transferred | 50,000,000 | ||||||||||
Back-Solve [Member] | Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | 35,187,000 | ||||||||||
Business Combination, Consideration Transferred | 38,319,000 | ||||||||||
General and Administrative Expense | $ 295,000 |
Schedule of Operating Result (D
Schedule of Operating Result (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Net sales | $ 4,185,000 | $ 2,778,000 | $ 8,653,000 | $ 6,516,000 | |
Operating loss | (7,055,000) | (1,263,000) | (10,446,000) | (2,237,000) | |
Loss before income taxes | (12,579,000) | (698,000) | (17,478,000) | (1,676,000) | |
Income taxes | (1,854,000) | (2,691,000) | |||
Net loss | $ (8,418,000) | $ (792,000) | $ (12,399,000) | $ (2,692,000) | |
Sharing Services Global Corp. [Member] | |||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Net sales | $ 64,811,151 | ||||
Gross profit | 46,546,657 | ||||
Operating loss | (2,177,526) | ||||
Loss before income taxes | (1,829,530) | ||||
Income taxes | 594,509 | ||||
Net loss | $ (1,235,021) |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Jul. 22, 2021 | May 13, 2021 | Apr. 05, 2021 | Apr. 02, 2021 | Mar. 18, 2021 | Mar. 15, 2021 | Dec. 19, 2020 | Sep. 10, 2020 | Aug. 28, 2020 | Jul. 22, 2020 | Jun. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 30, 2021 | Jul. 31, 2020 |
Entity Listings [Line Items] | |||||||||||||||||||
Unrealized loss | $ (3,525,000) | $ 3,851,000 | |||||||||||||||||
Equity Method Investment, Aggregate Cost | $ 1,148,000 | 1,148,000 | 8,044,000 | ||||||||||||||||
Amortization of Intangible Assets | 230,000 | ||||||||||||||||||
Investments | 9,540,000 | 9,540,000 | 1,056,000 | ||||||||||||||||
Number of common stock issued, value | 45,748,000 | $ 61,068,000 | $ 6,185,000 | $ 4,054,000 | |||||||||||||||
Loss on equity method investment | 18,000 | ||||||||||||||||||
Vivacitas Agreement [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Ownership, percentage | 19.30% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,000,000 | ||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1,000,000 | ||||||||||||||||||
Sharing Service Global Corporation [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Unrealized loss | 5,966,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | ||||||||||||||||||
Notes Receivable, Related Parties | $ 15,043,000 | ||||||||||||||||||
Number of warrants issued and vested | 150,000,000 | ||||||||||||||||||
Fair Value Adjustment of Warrants | $ 14,957,000 | 8,992,000 | |||||||||||||||||
Sharing Service Global Corporation [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Issuance of common stock, net, shares | 27,000,000 | ||||||||||||||||||
Notes Receivable, Related Parties | $ 30,000,000 | ||||||||||||||||||
Sharing Service Global Corporation [Member] | Convertible Promissory Note [Member] | For Loan Origination Fee [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Issuance of common stock, net, shares | 15,000,000 | ||||||||||||||||||
Sharing Service Global Corporation [Member] | Convertible Promissory Note [Member] | For Prepayment of Interest [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Issuance of common stock, net, shares | 12,000,000 | ||||||||||||||||||
Chan Heng Fai Ambrose Member] | Common Class A [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Issuance of common stock, net, shares | 30,000,000 | ||||||||||||||||||
Class of Warrant or Right, Outstanding | 10,000,000 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 3,000,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | ||||||||||||||||||
Sharing Services Global Corp [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Ownership, percentage | 20.00% | 20.00% | |||||||||||||||||
Unrealized loss | 623,000 | 507,000 | |||||||||||||||||
Warrants and Rights Outstanding | 548,000 | 548,000 | $ 1,056,000 | ||||||||||||||||
Acquistion of intangible assets and goodwill | 9,192,000,000,000 | 9,192,000,000,000 | |||||||||||||||||
Investments | $ 12,769,000 | $ 12,769,000 | |||||||||||||||||
Sharing Services Global Corp [Member] | Common Class A [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Investment Owned, Balance, Shares | 91,207,378 | 91,207,378 | |||||||||||||||||
Ownership, percentage | 46.70% | 46.70% | |||||||||||||||||
Unrealized loss | $ 317,000 | ||||||||||||||||||
BMI Capital International LLC [Member]. | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Ownership, percentage | 20.00% | 20.00% | 20.00% | 24.90% | |||||||||||||||
Alset International Limited [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Investment Owned, Balance, Shares | 127,179,311 | ||||||||||||||||||
Ownership, percentage | 7.00% | ||||||||||||||||||
Marketable Securities | $ 6,830,000 | ||||||||||||||||||
Singapore eDevelopment Limited [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Marketable Securities | $ 5,863,000 | $ 5,863,000 | |||||||||||||||||
Unrealized loss | $ 967,000 | ||||||||||||||||||
DSS Securities, Inc. [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Ownership, percentage | 499.00% | 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. There was minimal activity for the three and six months ended June 30, 2021. | ||||||||||||||||||
BioMed Technologies Asia Pacific Holdings Limited [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Issuance of common stock, net, shares | 525 | ||||||||||||||||||
Number of common stock issued, value | $ 630,000 | ||||||||||||||||||
Vivacitas Oncology Inc [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Ownership, percentage | 16.00% | 16.00% | |||||||||||||||||
Stock Repurchased During Period, Shares | 500,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 1 | $ 1 | |||||||||||||||||
Options to purchase additional shares | 1,500,000 | ||||||||||||||||||
Stock Redeemed or Called During Period, Value | $ 500,000 | ||||||||||||||||||
Line of Credit Facility, Periodic Payment, Principal | $ 120,000 | ||||||||||||||||||
Impact Oncology PTE Ltd [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Investment Owned, Balance, Shares | 2,480,000 | ||||||||||||||||||
Options to purchase additional shares | 250,000 | ||||||||||||||||||
Stock Redeemed or Called During Period, Value | $ 2,480,000 | ||||||||||||||||||
Sentinel Brokers Company Inc [Member] | |||||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||||
Ownership, percentage | 24.90% | ||||||||||||||||||
Outstanding membership interest | 50.10% | ||||||||||||||||||
Stock Redeemed or Called During Period, Value | $ 300,000 | ||||||||||||||||||
Outstanding Remaining Membership Interest | 25.00% |
Short-Term and Long-Term Debt (
Short-Term and Long-Term Debt (Details Narrative) - USD ($) | Jun. 18, 2021 | Mar. 16, 2021 | Oct. 31, 2020 | Aug. 04, 2020 | Jul. 31, 2020 | Mar. 02, 2020 | Jun. 27, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 31, 2021 | Dec. 31, 2020 | Jul. 16, 2021 | May 20, 2021 | Jul. 26, 2017 |
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 537,000 | ||||||||||||||||
Gain on extinguishment of debt | $ 116,000 | ||||||||||||||||
Long term debt, current | 687,000 | $ 278,000 | 687,000 | 278,000 | |||||||||||||
AMRE Shelton LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, desription | AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton Agreement”) with Patriot Bank, N.A. (“Patriot Bank”) in an amount up to $6,155,000, with the amount financed approximating $5,105,000. The Shelton Agreement contains monthly payments of principal and an initial interest 4.25%. The interest will be adjusted commencing on July 1, 2026, and continuing for the next succeeding 5 year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Y ear amortizing advance rate, but in no event less than 4.25% | ||||||||||||||||
Baloon Payment | $ 2,829,000 | ||||||||||||||||
Long term debt, current | 189,000 | ||||||||||||||||
Long term, debt | 4,916,000 | ||||||||||||||||
Deferred financing costs | $ 186,000 | ||||||||||||||||
Equipment Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, carrying amount | 0 | 0 | 0 | 0 | |||||||||||||
Equipment borrowings | 900,000 | 900,000 | 900,000 | 900,000 | |||||||||||||
Non Revolving Line Of Credit Agreement [Member] | Citizens [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum borrowing amount | 710,000 | 771,000 | 710,000 | 771,000 | |||||||||||||
Debt Instrument, Periodic Payment | 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 interest rate | 1.00% | ||||||||||||||||
Debt instrument, face amount | $ 110,000 | ||||||||||||||||
Debt forgiveness rate | 100.00% | ||||||||||||||||
Debt instrument maturity term | 60 months | ||||||||||||||||
Debt instrument, desription | 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. | ||||||||||||||||
London Interbank Offered Rate (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% | ||||||||||||||||
Debt instrument, maturity date | Jul. 28, 2021 | ||||||||||||||||
Citizens Bank [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum borrowing amount | 800,000 | $ 800,000 | |||||||||||||||
Debt instrument, maturity date | May 31, 2021 | ||||||||||||||||
Credit facility, amount outstanding | 0 | 0 | |||||||||||||||
Citizens Bank [Member] | Two Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | 1,080,000 | 1,100,000 | $ 1,080,000 | $ 1,100,000 | |||||||||||||
Citizens Bank [Member] | London Interbank Offered Rate (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% | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 7,000 | ||||||||||||||||
Debt instrument, face amount | 1,200,000 | ||||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 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% | ||||||||||||||||
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 | ||||||||||||||||
Unsecured promissory note | 222,000 | $ 222,000 | |||||||||||||||
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 | 1,078,000 | 1,078,000 | |||||||||||||||
Debt forgiveness rate | 100.00% | ||||||||||||||||
Gain on extinguishment of debt | $ 969,000 | ||||||||||||||||
Premier Packaging Bank Of America NA [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 1,113,000 | $ 1,113,000 | |||||||||||||||
Debt Financing Amount | $ 3,200,000 | ||||||||||||||||
Debt Instrument Additional Face Amount | $ 742,000 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 91,000 | |
2022 | 19,000 | |
2023 | 4,000 | |
2024 | 4,000 | |
2025 | 4,000 | |
2026 | 2,000 | |
Total lease payments | 124,000 | |
Less: Imputed Interest | (6,000) | |
Present value of remaining lease payments | 118,000 | |
Current | 101,000 | $ 167,000 |
Noncurrent | $ 17,000 | $ 15,000 |
Operating Lease, Weighted Average Remaining Lease Term | 1 year | |
Weighted-average discount rate | 5.40% |
Lease Liability (Details Narrat
Lease Liability (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Lease description | the remaining lease terms on our operating leases range from less than one to five years. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 26, 2021 | Feb. 15, 2021 | Apr. 30, 2019 |
Maiden Biosciences Inc [Member] | |||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||
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. | ||
Jeffrey Ronaldi [Member] | 2017 Employment Agreement [Member] | |||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||
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) $144,658 in wages from April 11, 2019 through December 31, 2019; (ii) $769 in alleged unpaid based salary for time worked before April 11, 2019; (iii) $15,385 in alleged paid time off compensation; (iv) $3,077 in alleged unpaid sick time compensation; (v) $26,077 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. | ||
Mr. Ronaldi [Member] | |||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||
Legal Fees | $ 160,896 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Jun. 21, 2021 | May 28, 2021 | May 26, 2021 | Feb. 04, 2021 | Jan. 19, 2021 | Oct. 16, 2020 | Aug. 18, 2020 | Jun. 04, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 21, 2020 |
Class of Stock [Line Items] | |||||||||||||||
Preferred stock shares desginated | 47,000 | 47,000 | 47,000 | ||||||||||||
Preferred stock liquidation per share | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||
Preferred stock liquidation value | $ 43,000,000 | $ 43,000,000 | $ 43,000,000 | ||||||||||||
Common stock, par value | $ 0.02 | ||||||||||||||
Share-based Payment Arrangement, Expense | $ 30,000 | $ 54,000 | |||||||||||||
Earnings Per Share, Basic and Diluted | $ 0.01 | $ 0.04 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 45,748,000 | $ 61,068,000 | $ 6,185,000 | $ 4,054,000 | |||||||||||
Share based compensation | $ 45,000 | $ 90,000 | |||||||||||||
Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock, net, shares | 21,000 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 210,000 | ||||||||||||||
February Two Thousand Twenty One Underwriting Agreement [Member] | Maximum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Options to purchase additional shares | 1,847,901 | ||||||||||||||
May Two Thousand Twenty One Underwriting Agreement [Member] | Maximum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Options to purchase additional shares | 4,350,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock, net, shares | 33,350,000 | 21,834,000 | 896,000 | 863,000 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 668,000 | $ 436,000 | $ 17,000 | $ 18,000 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock liquidation value | $ 1,000 | ||||||||||||||
Impact BioMedical, Inc. [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of authorized shares of preferred stock | 47,000 | ||||||||||||||
Preferred stock par value | $ 0.02 | ||||||||||||||
Impact BioMedical, Inc. [Member] | Maximum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity ownership percentage | 100.00% | ||||||||||||||
Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock shares desginated | 47,000 | ||||||||||||||
Preferred stock liquidation per share | $ 1,000 | ||||||||||||||
Preferred stock liquidation value | $ 46,868,000 | ||||||||||||||
Conversion price | $ 6.48 | ||||||||||||||
Conversion shares | 154.32 | ||||||||||||||
Equity ownership percentage | 19.99% | ||||||||||||||
Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion shares | 7,232,670 | ||||||||||||||
Global BioMedical Pte Ltd [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion shares | 7,259 | 35,316 | 4,293 | ||||||||||||
Global BioMedical Pte Ltd [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion shares | 1,120,170 | 5,450,000 | 662,500 | ||||||||||||
Aegis Capital Corp [Member] | Jan. 2021 Underwriting Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock, net, shares | 6,666,666 | ||||||||||||||
Common stock, par value | $ 0.02 | ||||||||||||||
Shares Issued, Price Per Share | $ 3.60 | ||||||||||||||
Proceeds from net offering | $ 24,900,000 | ||||||||||||||
Aegis Capital Corp [Member] | Jan. 2021 Underwriting Agreement [Member] | Maximum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Options to purchase additional shares | 1,000,000 | ||||||||||||||
Aegis Capital Corp [Member] | February Two Thousand Twenty One Underwriting Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock, net, shares | 12,319,346 | ||||||||||||||
Common stock, par value | $ 0.02 | ||||||||||||||
Shares Issued, Price Per Share | $ 2.80 | ||||||||||||||
Proceeds from net offering | $ 36,140,000 | ||||||||||||||
Aegis Capital Corp [Member] | May Two Thousand Twenty One Underwriting Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock, net, shares | 29,000,000 | ||||||||||||||
Common stock, par value | $ 0.02 | ||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||||
Proceeds from net offering | $ 45,750,000 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||
Total revenue | $ 4,185,000 | $ 2,778,000 | $ 8,653,000 | $ 6,516,000 |
Cost of revenue, exclusive of depreciation and amortization | 3,042,000 | 1,729,000 | 6,330,000 | 4,302,000 |
Selling, general and administrative (including stock based compensation) | 7,377,000 | 2,039,000 | 11,434,000 | 3,878,000 |
Depreciation and amortization | 821,000 | 273,000 | 1,335,000 | 573,000 |
Total costs and expenses | 11,240,000 | 4,041,000 | 19,099,000 | 8,753,000 |
Operating loss | (7,055,000) | (1,263,000) | (10,446,000) | (2,237,000) |
Interest expense | (106,000) | (42,000) | (126,000) | (73,000) |
Income (loss) before income taxes | (12,579,000) | (698,000) | (17,478,000) | (1,676,000) |
Income tax expense (benefit) | 1,854,000 | 2,691,000 | ||
Income (loss) from discontinued operations | 2,079,000 | (208,000) | 2,129,000 | (1,197,000) |
Discontinued Operations [Member] | Plastic Printing Professionals, Inc [Member] | ||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||
Total revenue | 603,000 | 1,383,000 | ||
Cost of revenue, exclusive of depreciation and amortization | 484,000 | 1,113,000 | ||
Selling, general and administrative (including stock based compensation) | 286,000 | 733,000 | ||
Depreciation and amortization | 58,000 | 115,000 | ||
Impairment of goodwill | 685,000 | |||
Total costs and expenses | 828,000 | 2,646,000 | ||
Operating loss | (225,000) | (1,263,000) | ||
Interest expense | (7,000) | (15,000) | ||
Income (loss) before income taxes | (232,000) | (1,278,000) | ||
Income tax expense (benefit) | ||||
Income (loss) from discontinued operations | (232,000) | (1,278,000) | ||
Printed Products [Member] | ||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||
Total revenue | $ 3,376,000 | 2,272,000 | $ 7,237,000 | 5,438,000 |
Printed Products [Member] | Discontinued Operations [Member] | Plastic Printing Professionals, Inc [Member] | ||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||
Total revenue | $ 603,000 | $ 1,383,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Held for Sale (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | $ 65,645,000 | $ 65,645,000 | $ 5,183,000 | ||
Accounts receivable, net | 3,223,000 | 3,223,000 | 3,589,000 | ||
Prepaid expenses and other current assets | 1,751,000 | 1,751,000 | 1,192,000 | ||
Total current assets | 88,350,000 | 88,350,000 | 12,450,000 | ||
Property, plant and equipment, net | 4,970,000 | 4,970,000 | 4,100,000 | ||
Total assets | 191,161,000 | 191,161,000 | 91,919,000 | ||
Accounts payable | 1,591,000 | 1,591,000 | 1,457,000 | ||
Accrued expenses and deferred revenue | 8,026,000 | 8,026,000 | 5,260,000 | ||
Total current liabilities | 11,141,000 | 11,141,000 | 8,872,000 | ||
Total revenue | 4,185,000 | $ 2,778,000 | 8,653,000 | $ 6,516,000 | |
Cost of revenue, exclusive of depreciation and amortization | 3,042,000 | 1,729,000 | 6,330,000 | 4,302,000 | |
Selling, general and administrative (including stock based compensation) | 7,377,000 | 2,039,000 | 11,434,000 | 3,878,000 | |
Depreciation and amortization | 821,000 | 273,000 | 1,335,000 | 573,000 | |
Total costs and expenses | 11,240,000 | 4,041,000 | 19,099,000 | 8,753,000 | |
Operating loss | (7,055,000) | (1,263,000) | (10,446,000) | (2,237,000) | |
Loss from continuing operations before income taxes | (12,579,000) | (698,000) | (17,478,000) | (1,676,000) | |
Income tax expense (benefit) | 1,854,000 | 2,691,000 | |||
Income (loss) from discontinued operations | 2,079,000 | (208,000) | 2,129,000 | (1,197,000) | |
DSS Digital Inc [Member] | Discontinued Operations [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total revenue | 60,000 | 351,000 | 535,000 | 832,000 | |
Cost of revenue, exclusive of depreciation and amortization | 22,000 | 67,000 | 87,000 | 135,000 | |
Selling, general and administrative (including stock based compensation) | 94,000 | 256,000 | 338,000 | 609,000 | |
Depreciation and amortization | 1,000 | 4,000 | 5,000 | 8,000 | |
Total costs and expenses | 117,000 | 327,000 | 430,000 | 752,000 | |
Operating loss | (57,000) | 24,000 | 105,000 | 80,000 | |
Loss from continuing operations before income taxes | (57,000) | 24,000 | 105,000 | 80,000 | |
Income tax expense (benefit) | |||||
Income (loss) from discontinued operations | (57,000) | 24,000 | 105,000 | 80,000 | |
DSS Digital Inc [Member] | Technology Sales, Services and Licensing [Member] | Discontinued Operations [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total revenue | 60,000 | $ 351,000 | 535,000 | $ 832,000 | |
Discontinued Operations, Held-for-sale [Member] | DSS Digital Inc [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | 43,000 | ||||
Accounts receivable, net | 321,000 | ||||
Prepaid expenses and other current assets | 167,000 | ||||
Total current assets | 531,000 | ||||
Property, plant and equipment, net | 46,000 | ||||
Total assets | 577,000 | ||||
Accounts payable | 25,000 | ||||
Accrued expenses and deferred revenue | 10,000 | ||||
Total current liabilities | $ 35,000 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | May 07, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 2,079,000 | $ (208,000) | $ 2,129,000 | $ (1,197,000) | ||
Gain (Loss) on Disposition of Property Plant Equipment | 111,000 | |||||
Discontinued operation asset, non current | $ 744,000 | |||||
Liabilities of disposal group including discontinued operations, current | 240,000 | |||||
Liabilities of disposal group including discontinued operations, non-current | $ 505,000 | |||||
Purchase Agreement [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||
Debt Securities, Available-for-sale, Purchased with Credit Deterioration, Amount at Purchase Price | $ 5,000,000 | |||||
Cash | 3,000,000 | |||||
Potential earnout | 1,500,000 | |||||
Long-term Line of Credit | 500,000 | 500,000 | ||||
Trade credit, not yet utilized | $ 500,000 | |||||
Plastic Printing Professionals, Inc [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 390,000 | |||||
Rbs Citizens [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration paid to sale of assets | 683,000 | |||||
Based on Future Quarterly Gross Revenue [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash Investment Net | 517,000 | |||||
Impact BioMedical, Inc. [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Assets impairment amount | $ 685,000 | |||||
DSS Digital Inc [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 2,226,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Effective Income Tax Rate Reconciliation, Percent | 17.30% | |
Discrete tax expense | $ 83,000 | |
Net operating loss carryforwards | 56,700,000 | $ 56,700,000 |
Expected realized amount, deferred tax assets | 2,100,000 | |
Unrecognized tax benefits | $ 0 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 126,000 | $ 73,000 |
Termination of right of use lease asset | (744,000) | |
Termination of right of use lease liability | 744,000 | |
Shares received for loan origination fee | (3,000,000) | |
Shares received for prepaid loan interest | (2,440,000) | |
Long -lived assets acquired through settlement of notes receivable | 838,000 | |
Shares issued for marketing services | $ 210,000 |
Schedule of Operations by Repor
Schedule of Operations by Reportable Segment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 4,185,000 | $ 2,778,000 | $ 8,653,000 | $ 6,516,000 |
Depreciation and amortization | 821,000 | 273,000 | 1,335,000 | 573,000 |
Interest expense | 106,000 | 42,000 | 126,000 | 73,000 |
Stock based compensation | (30,000) | (17,000) | (15,000) | 54,000 |
Net income (loss) from continuing operations | (10,725,000) | (696,000) | (14,787,000) | (1,676,000) |
Capital expenditures | 7,710,000 | 33,000 | 7,828,000 | 80,000 |
Identifiable assets | 191,161,000 | 24,148,000 | 191,161,000 | 24,148,000 |
Operating Segments [Member] | Premier Packaging [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 3,376,000 | 2,272,000 | 7,237,000 | 5,438,000 |
Depreciation and amortization | 191,000 | 195,000 | 307,000 | 418,000 |
Interest expense | 19,000 | 28,000 | 39,000 | 55,000 |
Stock based compensation | 1,000 | 4,000 | 1,000 | 8,000 |
Net income (loss) from continuing operations | 65,000 | 64,000 | 283,000 | 86,000 |
Capital expenditures | 1,202,000 | 31,000 | 1,202,000 | 76,000 |
Identifiable assets | 29,463,000 | 9,715,000 | 29,463,000 | 9,715,000 |
Operating Segments [Member] | Direct Marketing/Online Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 809,000 | 506,000 | 1,416,000 | 1,078,000 |
Depreciation and amortization | 274,000 | 319,000 | ||
Interest expense | 2,000 | 2,000 | ||
Stock based compensation | ||||
Net income (loss) from continuing operations | (5,985,000) | (25,000) | (7,785,000) | 179,000 |
Capital expenditures | 6,000 | |||
Identifiable assets | 44,772,000 | 1,411,000 | 44,772,000 | 1,411,000 |
Operating Segments [Member] | Biohealth [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | ||||
Depreciation and amortization | 278,000 | 556,000 | ||
Interest expense | 1,000 | 1,000 | ||
Stock based compensation | ||||
Net income (loss) from continuing operations | (610,000) | (1,308,000) | ||
Capital expenditures | ||||
Identifiable assets | 53,717,000 | 53,717,000 | ||
Operating Segments [Member] | Securities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | ||||
Depreciation and amortization | ||||
Interest expense | 67,000 | 67,000 | ||
Stock based compensation | ||||
Net income (loss) from continuing operations | (173,000) | (231,000) | ||
Capital expenditures | 6,565,000 | 6,565,000 | ||
Identifiable assets | 10,939,000 | 10,939,000 | ||
Operating Segments [Member] | Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | ||||
Depreciation and amortization | 78,000 | 78,000 | 153,000 | 155,000 |
Interest expense | 17,000 | 14,000 | (17,000) | 18,000 |
Stock based compensation | (31,000) | (21,000) | (16,000) | 46,000 |
Net income (loss) from continuing operations | (4,022,000) | (735,000) | (5,746,000) | (1,941,000) |
Capital expenditures | (57,000) | 2,000 | 55,000 | 4,000 |
Identifiable assets | $ 52,270,000 | $ 13,022,000 | $ 52,270,000 | $ 13,022,000 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total Printed Products | $ 3,376,000 | $ 2,272,000 | $ 7,237,000 | $ 5,438,000 |
Direct Marketing | 809,000 | 506,000 | 1,416,000 | 1,078,000 |
Packaging Printing and Fabrication [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Printed Products | 3,336,000 | 2,103,000 | 7,056,000 | 5,067,000 |
Commercial and Security Printing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Printed Products | 40,000 | 169,000 | 181,000 | 371,000 |
Direct Marketing Internet Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Direct Marketing | $ 809,000 | $ 506,000 | $ 1,416,000 | $ 1,078,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Number of operating segments | four operating segments |